-----Original Message-----
From: gssyndicate@bloomberg.net [mailto:gssyndicate@bloomberg.net]
Sent: Wednesday, June 13, 2007 10:05 AM
Subject: GSMS 2007-GG10 -- New Issue Announcement (external)
GSMS 2007-GG10 -- New Issue Announcement (external)
$7.6bn Fixed-Rate Commercial Real Estate Offering -- Public Classes
Lead Bookrunners: RBS Greenwich Capital and Goldman Sachs
Co-Managers: Bear Stearns, Merrill Lynch, Morgan Stanley, Wachovia
Class Size($MM) Rating(M/S/F) C/E% WAL(yr) Prin Window
A1 75.0 Aaa/AAA/AAA 30.000 4.14 08/07-04/12
A2 733.0 Aaa/AAA/AAA 30.000 4.85 04/12-07/12
A3 246.6 Aaa/AAA/AAA 30.000 6.62 01/14-06/14
AAB 72.0 Aaa/AAA/AAA 30.000 7.41 07/12-01/17
A4 3,706.9 Aaa/AAA/AAA 30.000 9.72 01/17-05/17
A1A 517.9 Aaa/AAA/AAA 30.000 9.35 05/10-05/17
AM [764.5]* Aaa/AAA/AAA 20.000 9.86 05/17-06/17
AJ [525.6]* Aaa/AAA/AAA 13.125 9.92 06/17-06/17
B 76.4 Aa1/AA+/AA+ 12.125 9.92 06/17-06/17
C 95.6 Aa2/AA/AA 10.875 9.92 06/17-06/17
D 57.3 Aa3/AA-/AA- 10.125 9.92 06/17-06/17
E 57.3 A1/A+/A+ 9.375 9.92 06/17-06/17
F 76.4 A2/A/A 8.375 9.92 06/17-06/17
*Class size will be based on demand
Collateral Summary:
Deal Size - $7.6bn / 206 loans / 357 properties in 38 states
Avg Loan Size - $37.1mm
WA Cutoff LTV - 73.7%
WA UW DSCR - 1.31x
Property Type - 64.8% office, 11.4% retail, 8.7% hospitality, 7.0% multi, 4.5%
other, 1.4% indus, 1.3% self-stor, 1.0% mixed use
Top 5 States - 28.6% CA, 9.3% OR, 8.3% PA, 7.7% NY, 6.5% CT
**Collateral subject to change**
Deal Timing:
Thurs. / Fri. Rating agency presales available
Week of June 18 Launch & Price
Early July Settle
**Roadshow**
Team I Team II
Wed June 13 NY NY
Thur June 14 NY/NJ/CT Hartford/Boston**
**Global Call 3PM EDT**
Fri June 15 NY/NJ/CT
Mon June 18 NY/Conf Calls Minn/Chicago**
Tue June 19 NY/Conf Calls
Group Meetings:
Hartford 6/14: 8:30 AM - Goodwin Hotel - Stowe Room
One Haynes St. Hartford, CT06103
Boston 6/14: 12:30 PM - Ritz Carlton - Boylston Room
10 Avery Street, Boston, MA02111
Global Call 6/14: Participants: 866-558-6869 or 913-643-4199
Confirmation Code: 8994914
Minneapolis 6/18: 9:00 AM Central - Marquette Hotel - Saint Croix River Room
7th & Marquette Avenue Minneapolis, MN55402
Chicago 6/18: 3:00 PM Central - Sears Tower - Metropolitan Club
223 South Wacker Drive Chicago, IL60606
IMPORTANT NOTICE REGARDING THE CONDITIONS FOR THIS OFFERING OF ASSET-BACKED
SECURITIES
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities having the characteristics described in
these materials. If we determine that condition is not satisfied in any material
respect, we will notify you, and neither the issuer nor the underwriter will
have any obligation to you to deliver all or any portion of the securities which
you have committed to purchase, and there will be no liability between us as a
consequence of the non-delivery.
STATEMENT REGARDING THIS FREE WRITING PROSPECTUS
The Depositor has filed a registration statement (including the prospectus (the
"Prospectus")) with the SEC for the offering to which this communication
relates. Before you invest, you should read the Prospectus in the registration
statement and other documents the Depositor has filed with the SEC for more
complete information about the Depositor, the issuing trust and this offering.
You may get these documents for free by visiting EDGAR on the SEC website at
www.sec.gov <file://www.sec.gov> . Alternatively, the Depositor or
Goldman, Sachs & Co., the underwriter for this offering, will arrange to send
the Prospectus to you if you request it by calling toll-free 1-866-471-2526.
IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS
ANY LEGENDS, DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AT THE BOTTOM OF THE
E-MAIL COMMUNICATION TO WHICH THIS FREE WRITING PROSPECTUS IS ATTACHED RELATING
TO (1) THESE MATERIALS NOT CONSTITUTING AN OFFER (OR A SOLICITATION OF AN
OFFER), (2) NO REPRESENTATION THAT THESE MATERIALS ARE ACCURATE OR COMPLETE AND
MAY NOT BE UPDATED OR (3) THESE MATERIALS POSSIBLY BEING CONFIDENTIAL ARE NOT
APPLICABLE TO THESE MATERIALS AND SHOULD BE DISREGARDED. SUCH LEGENDS,
DISCLAIMERS OR OTHER NOTICES HAVE BEEN AUTOMATICALLY GENERATED AS A RESULT OF
THESE MATERIALS HAVING BEEN SENT VIA BLOOMBERG OR ANOTHER SYSTEM.
This material is for your information. This material is not to be construed as
an offer to sell or the solicitation of any offer to buy any security in any
jurisdiction where such an offer or solicitation would be illegal. The
information contained in this material may not pertain to any securities that
will actually be sold. The information contained in this material may be based
on assumptions regarding market conditions and other matters as reflected in
this material. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
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employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy or
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current as of the date appearing on this material only and supersedes all prior
information regarding the securities and assets referred to in this material.
Goldman, Sachs & Co. does not provide accounting, tax or legal advice. In
addition, subject to applicable law, you may disclose any and all aspects of any
potential transaction or structure described herein that are necessary to
support any U.S. federal income tax benefits, without Goldman, Sachs & Co.
imposing any limitation of any kind.
------------------------------------------------------------------------
Not an offer, recommendation, gen. solicitation or off. confirm of terms.
Prepared by Research/Sales/Trading from gen. avail. info believed reliable. No
representation of accuracy/completeness is made or that you will achieve returns
indicated. Assumption changes may materially impact returns; price/avail. may
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*****************

Filed pursuant to Rule 433
File no.: 333-136045
GG10
Structural and Collateral Term Sheet
$7,004,615,000 (Approximate)
GS MORTGAGE SECURITIES TRUST 2007-GG10
AS ISSUING ENTITY
GS MORTGAGE SECURITIES CORPORATION II
AS DEPOSITOR
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2007-GG10
Greenwich Capital Financial Products, Inc.
Goldman Sachs Mortgage Company
Sponsors
Wachovia Bank, National Association
Master Servicer
CWCapital Asset Management, LLC
Special Servicer
June 12, 2007
IMPORTANT NOTICE REGARDING THE CONDITIONS FOR THIS OFFERING OF
ASSET-BACKED SECURITIES
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
STATEMENT REGARDING THIS FREE WRITING PROSPECTUS
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS
Any legends, disclaimers or other notices that may appear at the bottom of the
email communication to which this free writing prospectus is attached relating
to (1) these materials not constituting an offer (or a solicitation of an
offer), (2) no representation that these materials are accurate or complete and
may not be updated or (3) these materials possibly being confidential are not
applicable to these materials and should be disregarded. Such legends,
disclaimers or other notices have been automatically generated as a result of
these materials having been sent via Bloomberg or another system.
[RBS Greenwich Capital LOGO] GOLDMAN, SACHS & CO.
Co-Lead Bookrunning Managers
BEAR, STEARNS & CO. INC. MERRILL LYNCH & CO.
MORGAN STANLEY WACHOVIA SECURITIES
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GSMSC 2007-GG10
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STRUCTURAL OVERVIEW
OFFERED CERTIFICATES
APPROX. % OF
APPROX. APPROX. CUT-OFF WEIGHTED ASSUMED FINAL
CERTIFICATE CREDIT DATE AVERAGE PRINCIPAL DISTRIBUTION RATE
CLASS S&P MOODY'S FITCH BALANCE SUPPORT(1) BALANCE LIFE(2) WINDOW(2) DATE(2) TYPE
----------- ---- ------- ----- -------------- ---------- ------------ -------- ------------- ------------- ----
A-1(3) AAA Aaa AAA $ 75,000,000 30.000% 0.981% 4.14 08/07 - 04/12 04/12 (8)
A-2(3) AAA Aaa AAA $ 733,000,000 30.000% 9.588% 4.85 04/12 - 07/12 07/12 (8)
A-3(3) AAA Aaa AAA $ 246,609,000 30.000% 3.226% 6.62 01/14 - 06/14 06/14 (8)
A-AB(3) AAA Aaa AAA $ 72,000,000 30.000% 0.942% 7.41 07/12 - 01/17 01/17 (8)
A-4(3) AAA Aaa AAA $3,706,902,000 30.000% 48.489% 9.72 01/17 - 05/17 05/17 (8)
A-1A(3) AAA Aaa AAA $ 517,900,000 30.000% 6.774% 9.35 05/10 - 05/17 05/17 (8)
A-M AAA Aaa AAA $ 764,487,000 20.000% 10.000% 9.86 05/17 - 06/17 06/17 (8)
A-J AAA Aaa AAA $ 525,586,000 13.125% 6.875% 9.92 06/17 - 06/17 06/17 (8)
B AA+ Aa1 AA+ $ 76,448,000 12.125% 1.000% 9.92 06/17 - 06/17 06/17 (8)
C AA Aa2 AA $ 95,561,000 10.875% 1.250% 9.92 06/17 - 06/17 06/17 (8)
D AA- Aa3 AA- $ 57,337,000 10.125% 0.750% 9.92 06/17 - 06/17 06/17 (8)
E A+ A1 A+ $ 57,336,000 9.375% 0.750% 9.92 06/17 - 06/17 06/17 (8)
F A A2 A $ 76,449,000 8.375% 1.000% 9.92 06/17 - 06/17 06/17 (8)
NON - OFFERED CERTIFICATES
APPROX.
CERTIFICATE APPROX. APPROX. % OF WEIGHTED ASSUMED FINAL
BALANCE / CREDIT CUT-OFF AVERAGE PRINCIPAL DISTRIBUTION RATE
CLASS S&P MOODY'S FITCH NOTIONAL AMOUNT SUPPORT DATE BALANCE LIFE(2) WINDOW(2) DATE(2) TYPE
----------- ---- ------- ----- --------------- --------- ------------ -------- ------------- ------------- ----------
A-MFL(4)(5) AAA Aaa AAA Floating(7)
A-JFL(4)(5) AAA Aaa AAA Floating(7)
G(5) A- A3 A- $ 76,449,000 7.375% 1.000% 9.98 06/17 - 07/17 07/17 (8)
H(5) BBB+ Baa1 BBB+ $ 105,117,000 6.000% 1.375% 10.00 07/17 - 07/17 07/17 (8)
J(5) BBB Baa2 BBB $ 95,561,000 4.750% 1.250% 10.00 07/17 - 07/17 07/17 (8)
K(5) BBB- Baa3 BBB- $ 76,448,000 3.750% 1.000% 10.00 07/17 - 07/17 07/17 (8)
L(5) BB+ Ba1 BB+ $ 38,225,000 3.250% 0.500% 10.00 07/17 - 07/17 07/17 (8)
M(5) BB Ba2 BB $ 19,112,000 3.000% 0.250% 10.00 07/17 - 07/17 07/17 (8)
N(5) BB- Ba3 BB- $ 28,668,000 2.625% 0.375% 10.00 07/17 - 07/17 07/17 (8)
O(5) B+ B1 B+ $ 19,112,000 2.375% 0.250% 10.00 07/17 - 07/17 07/17 (8)
P(5) B B2 B $ 19,113,000 2.125% 0.250% 10.00 07/17 - 07/17 07/17 (8)
Q(5) B- B3 B- $ 19,112,000 1.875% 0.250% 10.00 07/17 - 07/17 07/17 (8)
S(5) NR NR NR $ 143,341,702 0.000% 1.875% 10.08 07/17 - 05/18 05/18 (8)
X(5)(6) AAA Aaa AAA $7,644,873,702 N/A N/A N/A N/A N/A (6)
(1) The credit support percentages set forth for the class A-1, class A-2,
class A-3, class A-AB, class A-4 and class A-1A certificates are
represented in the aggregate. The credit support percentages set forth for
the class A-M certificate and class A-MFL regular interest represent the
credit support percentages for classes in the aggregate. The credit support
percentages set forth for the class A-J certificate and class A-JFL regular
interest represent the credit support percentages for classes in the
aggregate.
(2) As of the cut-off date, the weighted average life, principal window and
assumed final distribution date were calculated assuming no prepayments
will be made on the mortgage loans prior to their related maturity dates
and the other assumptions set forth under "YIELD AND MATURITY
CONSIDERATIONS - Yield Considerations" in the prospectus supplement.
(3) For purposes of making distributions on the class A-1, class A-2, class
A-3, class A-AB, class A-4 and class A-1A certificates, the pool of
mortgage loans will consist of two distinct loan groups, loan group 1 and
loan group 2. As of the cut-off date, loan group 1 will consist of 186
mortgage loans, representing approximately 93.2% of the aggregate principal
balance of the pool of mortgage loans. As of the cut-off date, loan group 2
will consist of 20 mortgage loans, representing approximately 6.8% of the
aggregate principal balance of the pool of mortgage loans. As of the
cut-off date, loan group 2 will include approximately 97.3% of all the
mortgaged properties that are multifamily properties. Distribution on the
class A-1, class A-2, class A-3, class A-AB and class A-4 certificates will
generally be based on payments from loan group 1 and distributions on the
class A-1A certificates will generally be based on payments from loan group
2.
(4) The class A-MFL certificates will represent interests in a grantor trust,
the assets of which will include, among other things, an uncertificated
REMIC regular interest designated as the class A-MFL regular interest and
an interest rate swap agreement. The class A-JFL certificates will
represent interests in a grantor trust, the assets of which will include,
among other things, an uncertificated REMIC regular interest designated as
the class A-JFL regular interest and an interest rate swap agreement. The
class A-MFL certificates and class A-JFL certificates will be entitled to
receive payments distributed to the respective regular interest subject to
payments under the related swap agreement.
(5) Not offered hereby. Any information provided in this term sheet regarding
the terms of these certificates is provided only to enhance your
understanding of the offered certificates.
(6) The class X certificates will not have a certificate balance and their
holders will not receive distributions of principal, but these holders are
entitled to receive payments of the aggregate interest accrued on the
notional amount of the class X certificates as described in the prospectus
supplement. The class X notional amount will be equal to the aggregate of
the principal amounts of the certificates (other than the class A-MFL,
class A-JFL, class X, class R and class LR certificates) and the class
A-MFL and class A-JFL regular interests. The interest rate payable on the
class X certificates for any distribution date will generally equal the
weighted average net interest rate on the pool of mortgage loans over the
weighted average pass-through rate of each other class of certificates
(other than the class A-MFL, class A-JFL, class X, class R and class LR
certificates) and the class A-MFL and class A-JFL regular interests.
(7) The pass-through rates of the class A-MFL and class A-JFL certificates are
variable. However, if at any time the related swap agreements are
terminated, (i) the pass-through rate applicable to the class A-MFL
certificates may convert to a fixed rate equal to the pass-through rate of
the corresponding class A-MFL regular interest and (ii) the pass through
rate applicable to the A-JFL certificates may convert to a fixed rate equal
to the pass-through rate of the corresponding A-JFL regular interest.
(8) For any distribution date, the pass-through rates on the class A-1, class
A-2, class A-3, class A-AB, class A-4, class A-1A, class A-M, class A-J,
class B, class C, class D, class E, class F, class G, class H, class J,
class K, class L, class M, class N, class O, class P, class Q, and class S
certificates and the class A-MFL and the class A-JFL regular interests will
equal one of (i) a fixed rate, (ii) the weighted average of the net
interest rates on the mortgage loans (in each case, adjusted if necessary
to accrue on the basis of a 360-day year consisting of twelve 30-day
months) as of their respective due dates in the month preceding the month
in which the related distribution date occurs, (iii) a rate equal to the
lesser of a specified pass-through rate and the rate specified in clause
(ii) or (iv) the rate specified in clause (ii) less a specified percentage.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
-2-
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GSMSC 2007-GG10
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MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
GENERAL CHARACTERISTICS (1) TOTAL POOL LOAN GROUP 1 (4) LOAN GROUP 2 (5)
--------------------------------------------------------- -------------- ---------------- ----------------
Initial mortgage pool balance ........................... $7,644,873,703 $7,126,973,703 $517,900,000
Number of mortgage loans ................................ 206 186 20
Number of mortgaged properties .......................... 357 337 20
Weighted average underwritten debt service
coverage ratio (2)(3)................................. 1.31x 1.31x 1.23x
Weighted average cut-off date loan-to-value ratio (2) ... 73.7% 73.4% 77.9%
Average cut-off date principal balance .................. $ 37,111,037 $ 38,317,063 $ 25,895,000
Weighted average mortgage interest rate(3) .............. 5.820% 5.798% 6.126%
Loans with single tenant percentage ..................... 8.7% 9.3% 0.0%
(1) All information presented in this term sheet with respect to a mortgage
loan with a pari passu companion loan or subordinate companion loan is
calculated without regard to the related companion loan, unless otherwise
indicated. The loan amount used in this term sheet for purposes of
calculating the loan-to-value ratio and debt service coverage ratio for the
mortgage loan with a pari passu companion loan is the aggregate principal
balance of that mortgage loan and that pari passu companion loan, unless
otherwise indicated. Subordinate companion loans, if any, are not included
in this calculation.
(2) With respect to the Lynnewood Gardens loan, the LTV of 85.2% was calculated
using the "as-stabilized" value of $152 million. The LTV for the Lynnewood
Gardens loan, as calculated using the "as-is" value of the property $137
million, is 94.5%. With respect to the 119 West 40th Street Loan, the LTV
was calculated using the March 2009 expected "as-stabilized" value of
$202,000,000. The LTV based on the "as-is" value of $175 million and
$30.543 million of reserves is 74.0%. With respect to the Southern
Highlands Corporate Center, the LTV of 76.9% was calculated using the
"as-stabilized" value of $19.5 million. The LTV for the Southern Highlands
Corporate Center loan, as calculated using the "as-is" value of the
property $17.6 million, is 85.2%. With respect to the Park Building loan, a
cash reserve of $2.9 million and a $2.5 million letter of credit were
established at the closing of the mortgage loan as additional security and
to pay the monthly debt service until June 2008 when the lease with the
largest tenant at the mortgaged property is expected to commence. Monthly
payments in the amount of $166,000 will be withdrawn from cash reserve to
pay the monthly debt service on the mortgage loan until June 2008, and
those payments were counted in the net cash flow from the related mortgaged
property upon which the DSCR was calculated. Additional adjustments for the
mortgage loans with earnout provisions are described on Annex A to the
prospectus supplement. See "Description of the Mortgage Pool--Certain
Characteristics of the Mortgage Loans" in the prospectus supplement for a
description of the calculation of the loan-to-value ratio.
(3) With respect to the 55 Railroad Avenue loan, which has an interest rate
that steps up from 5.405% to 5.770% after July 6, 2009, to 5.960% after
July 6, 2010, to 6.240% after July 6, 2012 and to 6.910% after July 6,2013, DSCR and weighted average mortgage interest rates shown herein are
calculated assuming the interest rate payable from the closing date of the
mortgage loan to July 5, 2009 of 5.405%. The debt service coverage ratio
based on the highest interest rate payable under the mortgage loan is
0.92x.
(4) Loan Group 1 consists of 185 non-multifamily loans and 1 multifamily loan.
(5) Loan Group 2 consists of 20 multifamily loans.
TEN LARGEST LOANS
CUT-OFF DATE % OF INITIAL PROPERTY LOAN BALANCE CUT-OFF
PRINCIPAL MORTGAGE PROPERTY SIZE PER DATE LTV
LOAN NAME BALANCE ($) POOL BALANCE TYPE SF/ROOM/UNIT SF/ROOM/UNIT DSCR RATIO (%)
------------------------- -------------- ------------ ----------- ------------ ------------ ----- -----------
Shorenstein Portland
Portfolio $ 697,200,000 9.1% Office 3,882,036 $ 180 1.34x 65.6%
Wells Fargo Tower 550,000,000 7.2 Office 1,385,325 $ 397 1.18x 78.1%
Two California Plaza 470,000,000 6.1 Office 1,329,810 $ 353 1.20x 73.7%
TIAA RexCorp New Jersey
Portfolio 270,375,000 3.5 Office 1,041,818 $ 260 1.39x 68.6%
400 Atlantic Street 265,000,000 3.5 Office 527,424 $ 502 1.34x 79.1%
Two Herald Square 191,250,000 2.5 Other 354,298 $ 540 1.37x 73.6%
TIAA RexCorp Plaza 187,250,000 2.4 Office 1,063,950 $ 176 1.20x 69.4%
InTown Suites Portfolio A 186,000,000 2.4 Hospitality 4,539 $ 40,978 1.49x 80.3%
550 South Hope Street 165,000,000 2.2 Office 566,434 $ 291 1.28x 70.2%
Harbor Point Apartments 160,500,000 2.1 Multifamily 1,283 $125,097 1.15x 77.9%
-------------- ---- ----- -------
TOTAL/WTD. AVG $3,142,575,000 41.1% 1.28x 72.8%
PROPERTY TYPES
AGGREGATE WTD. AVG.
NUMBER OF CUT-OFF DATE % OF INITIAL WTD. CUT-OFF
MORTGAGED PRINCIPAL MORTGAGE POOL AVG. DATE
PROPERTY TYPE PROPERTIES BALANCE ($) BALANCE DSCR LTV RATIO (%)
-------------- ---------- -------------- ------------- ----- -------------
Office 114 $4,951,696,386 64.8% 1.29x 72.9%
Retail 78 874,157,488 11.4 1.29x 75.6%
Hospitality 66 665,536,202 8.7 1.47x 75.3%
Multifamily 65 532,535,859 7.0 1.23x 77.8%
Other (1) 4 343,210,147 4.5 1.37x 71.5%
Industrial 13 105,568,469 1.4 1.31x 72.3%
Self-Storage 14 98,450,000 1.3 1.50x 71.4%
Mixed Use 3 73,719,152 1.0 1.12x 78.3%
--- -------------- ----- ---- ----
TOTAL/WTD. AVG 357 $7,644,873,703 100.0% 1.31x 73.7%
(1) Includes two land properties (2.8%), one car dealership property (1.6%) and
one marina property (0.2%).
PROPERTY LOCATIONS
NUMBER OF AGGREGATE CUT-OFF % OF INITIAL WTD. AVG.
MORTGAGED DATE PRINCIPAL MORTGAGE POOL WTD. AVG. CUT-OFF
PROPERTY LOCATION PROPERTIES BALANCE ($) BALANCE DSCR DATE LTV RATIO (%)
-------------------- ---------- ----------------- ------------- --------- ------------------
California 42 $2,189,030,755 28.6% 1.24x 73.7%
Oregon 17 707,864,000 9.3 1.34x 65.8%
Pennsylvania 72 633,119,202 8.3 1.30x 79.3%
New York 7 590,546,305 7.7 1.24x 73.6%
Connecticut 7 498,585,000 6.5 1.29x 79.7%
New Jersey 10 322,395,000 4.2 1.38x 70.4%
Massachusetts 3 205,000,000 2.7 1.17x 77.4%
Arizona 9 196,995,600 2.6 1.40x 72.2%
District of Columbia 2 195,113,339 2.6 1.29x 65.6%
Other (1) 188 2,106,224,502 27.6 1.38x 74.4%
--- -------------- ----- ---- -----
TOTAL/WTD. AVG. 357 $7,644,873,703 100.0% 1.31x 73.7%
(1) Includes 30 states.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
The table below identifies each of the mortgage loans included in the trust
that have corresponding companion loans.
SUBORDINATE
ORIGINAL % OF COMPANION PARI PASSU
PRINCIPAL INITIAL ORIGINAL COMPANION COMPANION ORIGINAL ORIGINAL
LOAN POOL LOAN ORIGINAL LOAN LOAN WHOLE LOAN WHOLE LOAN
MORTGAGE LOAN BALANCE BALANCE BALANCE BALANCE INTEREST RATE LTV DSCR
----------------------------- ------------ ------- ----------- ------------- ------------- ---------- ----------
550 South Hope Street ....... $165,000,000 2.2% $35,000,000 N/A 6.3103% 85.1% 1.03x
Disney Building ............. $135,000,000 1.8% $10,000,000 N/A 5.8970% 81.5% 1.17x
Franklin Mills .............. $116,000,000 1.5% N/A $174,000,000 5.6500% 78.4% 1.22x
Maguire Anaheim Portfolio ... $103,500,000 1.4% $ 6,500,000 N/A 9.0344% 70.6% 1.06x
1125 17th Street ............ $ 85,000,000 1.1% $15,000,000 N/A 5.9870% 79.4% 1.48x
Crescent .................... $ 73,100,000 1.0% $ 7,900,000 N/A 5.9920% 86.8% 1.01x
The Wharf at Rivertown ...... $ 55,200,000 0.7% $10,350,000 N/A 6.2460% 95.7% 1.09x
Lakeside at White Oak ....... $ 43,200,000 0.6% $ 5,000,000 N/A 6.6900% 83.7% 1.10x
Bingham Office Center ....... $ 35,000,000 0.5% $10,000,000 N/A 5.9100% 79.1% 1.13x
Commonwealth Square ......... $ 31,680,000 0.4% $ 1,510,000 N/A 5.9930% 83.8% 1.15x
Green Road .................. $ 31,189,427 0.4% $ 8,810,573 N/A 2.4087% 80.0% 1.15x
Crown Pointe Victor Road .... $ 21,910,573 0.3% $ 6,189,427 N/A 2.4919% 80.0% 1.15x
9th Street Marketplace ...... $ 10,720,000 0.1% $ 840,000 N/A 6.0500% 86.3% 1.26x
Homewood Suites ............. $ 10,500,000 0.1% $ 3,000,000 N/A 5.7100% 79.4% 1.56x
Festival Foods .............. $ 6,712,000 0.1% $ 455,000 N/A 13.2500% 78.8% 1.10x
JMS Portfolio ............... $ 6,440,000 0.1% $ 402,500 N/A 12.7500% 85.0% 1.08x
Berkshire Office Building ... $ 4,800,000 0.1% $ 300,000 N/A 13.2500% 72.9% 1.28x
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TRANSACTION TERMS
ISSUE TYPE Sequential Pay REMIC. The certificates other than
the class X, class R and class LR certificates are
referred to in this free writing prospectus as the
"Sequential Pay Certificates".
CUT-OFF DATE With respect to each mortgage loan, the later of the
due date in July 2007 for that mortgage loan or the
date of origination of that mortgage loan. All
mortgage loan characteristics are based on balances
as of the cut-off date after application of all
payments due on or before such date (whether or not
received). All percentages presented in this term
sheet are approximate.
MORTGAGE POOL The mortgage pool consists of 206 mortgage loans
with an aggregate cut-off date balance of
$7,644,873,703, subject to a variance of +/- 5%. The
mortgage loans are secured by 357 mortgaged real
properties located throughout 38 states and the
District of Columbia. Loan Group 1 is comprised of
186 loans and Loan Group 2 is comprised of 20 loans.
ISSUING ENTITY GS Mortgage Securities Trust 2007-GG10
DEPOSITOR GS Mortgage Securities Corporation II
SPONSORS Greenwich Capital Financial Products, Inc. and
Goldman Sachs Mortgage Company
UNDERWRITERS Greenwich Capital Markets, Inc. and Goldman, Sachs &
Co., as Co-Lead Bookrunning Managers
Bear, Stearns & Co. Inc., Merrill Lynch & Co.,
Morgan Stanley & Co. Incorporated and Wachovia
Capital Markets, LLC, as Co-Managers
TRUSTEE Wells Fargo Bank, N. A.
MORTGAGE LOAN SELLERS Greenwich Capital Financial Products, Inc., Goldman
Sachs Mortgage Company, Lehman Brothers Holdings
Inc., and Wachovia Bank, National Association
MASTER SERVICER Wachovia Bank, National Association
SPECIAL SERVICER CWCapital Asset Management LLC
RATING AGENCIES Fitch, Inc., Moody's Investors Services, Inc. and
Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc.
DENOMINATIONS $10,000 minimum for the offered certificates.
CLOSING DATE On or about July 10, 2007
SETTLEMENT TERMS Book-entry through DTC for all offered certificates.
DETERMINATION DATE The sixth day of each month, or if such sixth day is
not a business day, the next business day.
DISTRIBUTION DATE The tenth day of each month, or if any tenth day is
not a business day, the next business day, provided
that the distribution date will be at least four
business days following the determination date.
DISTRIBUTIONS Each class of offered certificates will be entitled
on each distribution date to interest accrued at its
pass-through rate for that distribution date on the
outstanding certificate balance of the class during
the prior calendar month, subject to reduction in
limited circumstances due to prepayment interest
shortfalls. Interest on the offered certificates
will be calculated on the basis of twelve 30-day
months and a 360-day year.
Generally, the interest from the Available
Distribution Amount related to Loan Group 1 will be
used to pay interest to class A-1, class A-2, class
A-3, class A-AB and class A-4, pro rata, until paid
in full. Generally, the interest from the Available
Distribution Amount related to Loan Group 2 will be
used to pay interest to the class A-1A until paid in
full. Generally, any remaining Available
Distribution Amount will be used to pay interest to
class X, until paid in full. If any of the above
Available Distribution Amounts are not sufficient to
pay interest on class A-1, class A-2, class A-3,
class A-AB, class A-4, class A-1A and class X, then
the entire Available Distribution Amount will be
used to pay interest pro rata to those certificates.
After the class A-1, class A-2, class A-3, class
A-AB, class A-4, class A-1A and class X certificates
are paid all amounts to which they are entitled,
interest from the Available Distribution Amount will
be used to pay interest to the class A-M through
class S certificates (in the case of the class A-MFL
certificates, through the class A-MFL regular
interest and in the case of the class A-JFL
certificates, through the class A-JFL regular
interest) in sequential order, provided that
allocations of interest distributions between the
class A-M certificates and the class A-MFL regular
interest will be made concurrently on a pro rata
basis and allocation of interest distributions
between the class A-J certificates and the class
A-JFL regular interest will be made concurrently on
a pro rata basis.
Generally, the Available Distribution Amount related
to Loan Group 1 will be used to pay principal to the
class A-1, class A-2, class A-3, class A-AB and
class A-4 certificates as follows:
(1) to class A-AB the amount necessary to
reduce the aggregate certificate balance of the
class A-AB certificates to the class A-AB planned
principal balance;
(2) to class A-1, until paid in full, all
amounts of Available Distribution Amount remaining
after the distributions pursuant to clause (1);
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TRANSACTION TERMS
(3) to class A-2, until paid in full, all
amounts of Available Distribution Amount remaining
after the distributions pursuant to clauses (1) and
(2);
(4) to class A-3, until paid in full, all
amounts of Available Distribution Amount remaining
after the distributions pursuant to clauses (1), (2)
and (3);
(5) to class A-AB, until paid in full, all
amounts of Available Distribution Amount remaining
after the distributions pursuant to clauses (1),
(2), (3) and (4); and
(6) to class A-4, until paid in full, all
amounts of Available Distribution Amount remaining
after the distributions pursuant to clauses (1),
(2), (3), (4) and (5).
After class A-1, A-2, A-3, A-AB and A-4 are paid all
amounts to which they are entitled, the remaining
Available Distribution Amount related to Loan Group
1 will be used to pay principal to class A-1A until
paid in full.
Generally, the Available Distribution Amount related
to Loan Group 2 will be used to pay principal to the
class A-1A until paid in full, then to pay principal
to the class A-1, A-2, A-3, A-AB and A-4 in the same
manner as principal distributions are made to those
classes with respect to amounts related to Loan
Group 1 as discussed above, until paid in full.
After class A-1, A-2, A-3, A-AB, A-4 and A-1A are
paid all amounts to which they are entitled, the
remaining Available Distribution Amount related to
both Loan Groups will be used to pay interest and
principal to the class A-M certificates and the
class A-MFL regular interest on a pro rata basis
until the principal balance thereof is reduced to
zero, and then to the class A-J certificates and the
class A-JFL regular interest on a pro rata basis
until the principal balance thereof is reduced to
zero, and then to class B, C, D, E, F, G, H, J, K,
L, M, N, O, P, Q and S certificates sequentially
until the certificate balance of each class is
reduced to zero.
Notwithstanding the foregoing, on and after the date
the certificate balances of the class A-M, A-J, B,
C, D, E, F, G, H, J, K, L, M, N, O, P, Q and S
certificates and class A-MFL and Class A-JFL regular
interests have been reduced to zero, principal will
be paid pro rata based on their certificate balances
to class A-1, A-2, A-3, A-AB, A-4 and A-1A without
regard to loan groups.
LOSSES Realized Losses and Additional Trust Fund Expenses,
if any, will be allocated to the class S, class Q,
class P, class O, class N, class M, class L, class
K, class J, class H, class G, class F, class E,
class D, class C, class B, in that order, and then
to class A-J certificates and class A-JFL
certificates (through the class A-JFL regular
interest) on a pro rata basis, and then to class A-M
certificates and class A-MFL certificates (through
the class A-MFL regular interest), on a pro rata
basis, and then, pro rata, to the class A-1, class
A-2, class A-3, class A-AB, class A-4 and class A-1A
certificates (without regard to the class A-AB
planned principal balance and without regard to loan
groups).
PREPAYMENT PREMIUMS AND Any prepayment premiums or yield maintenance charges
YIELD MAINTENANCE CHARGES collected will be distributed to certificateholders
on the distribution date following the prepayment.
On each distribution date, the holders of any class
of offered certificates and class G, class H, class
J and class K certificates and the class A-MFL
regular interest and the class A-JFL regular
interest that are then entitled to principal
distributions will be entitled to a portion of
prepayment premiums or yield maintenance charges
equal to the product of (a) the amount of the
prepayment premiums or yield maintenance charges net
of workout fees and liquidation fees, multiplied by
(b) a fraction, the numerator of which is equal to
the excess, if any, of the pass-through rate for
that class of certificates over the relevant
discount rate, and the denominator of which is equal
to the excess, if any, of the mortgage interest rate
of the prepaid mortgage loan over the relevant
discount rate, multiplied by (c) (A) with respect to
any class A-1, class A-2, class A-3, class A-AB,
class A-4 and class A-1A certificates, a fraction,
the numerator of which is equal to the amount of
principal payable to that class of certificates on
that payment date from the group of which that
mortgage loan is a part on that payment date, and
the denominator of which is the Total Principal
Payment Amount from the group of which that mortgage
loan is a part on that payment date, and (B) with
respect to any class A-M certificates, the class
A-MFL regular interest, any class A-J certificates,
the class A-JFL regular interest and any class B,
class C, class D, class E, class F, class G, class
H, class J and class K certificates, a fraction, the
numerator of which is equal to the amount of
principal payable to that class of certificates or
regular interest, as applicable, on that payment
date, and the denominator of which is the total
principal payment amount for that payment date. Any
prepayment premiums and yield maintenance charges
distributed to the class A-MFL regular interest and
the class A-JFL regular interest will be deposited
into the related floating rate account and will be
distributed to the swap counterparty for so long as
the swap agreement is in effect and there is no
continuing payment default thereunder on the part of
the swap counterparty.
The portion, if any, of the prepayment premiums or
yield maintenance charges remaining after any
payments described above will be distributed 100% to
the holders of the class X certificates.
ADVANCES The master servicer and, if it fails to do so, the
trustee, will be obligated to make P&I advances and
servicing advances, including paying delinquent
property taxes and insurance premiums, but only to
the extent that those advances are not deemed
non-recoverable and, in the case of P&I advances,
subject to any appraisal reductions that may occur.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TRANSACTION TERMS
APPRAISAL REDUCTIONS An appraisal reduction generally will be created in
the amount, if any, by which the principal balance
of a required appraisal loan (plus other amounts
overdue or advanced in connection with such loan)
exceeds 90% of the appraised value of the related
mortgaged property plus certain escrows and reserves
(including letters of credit) held with respect to
the mortgage loan. As a result of calculating an
appraisal reduction amount for a given mortgage
loan, the interest portion of any P&I advance for
such loan will be reduced, which will have the
effect of reducing the amount of interest available
for distribution to the certificates in reverse
alphabetical order of the classes. A required
appraisal loan will cease to be a required appraisal
loan when the related mortgage loan has been brought
current for at least three consecutive months and no
other circumstances exist, which would cause such
mortgage loan to be a required appraisal loan.
OPTIONAL TERMINATION The master servicer, the special servicer and
certain certificateholders will have the option to
terminate the trust, in whole but not in part, and
purchase the remaining assets of the trust on or
after the payment date on which the stated principal
balance of the mortgage loans then outstanding is
less than 1.0% of the initial mortgage pool balance.
The purchase price will generally be at a price
equal to the unpaid aggregate principal balance of
the mortgage loans (or fair market value in the case
of REO Properties), plus accrued and unpaid interest
and certain other additional trust fund expenses, as
described in the prospectus supplement. In addition,
after the certificate balance of each of the class
A-1, class A-2, class A-3, class A-AB, class A-4,
class A-1A, class A-M, class A-MFL, class A-J, class
A-JFL, class B, class C, class D, class E, class F
and class G certificates has been reduced to zero,
the trust may also be terminated, subject to the
consent of the master servicer (in its sole
discretion), if all of the remaining series
2007-GG10 certificates (excluding class R and class
LR) are held by a single certificateholder, and that
certificateholder exchanges all of the then
outstanding series 2007-GG10 certificates (excluding
class R and class LR) for the mortgage loans
remaining in the trust.
CONTROLLING CLASS The class of Sequential Pay Certificates (a) which
bears the latest alphabetical class designation and
(b) which has a certificate balance greater than 25%
of its original certificate balance; provided,
however, that if no class of Sequential Pay
Certificates satisfies clause (b) above, the
controlling class will be the outstanding class of
Sequential Pay Certificates bearing the latest
alphabetical class designation; provided, further,
with respect to certain issues related to the
mortgage loans that are part of a split structure,
the holder of the majority interest of the related
subordinated or pari passu companion loan may have
certain consultation or approval rights with respect
to servicing matters, as described in the prospectus
supplement.
TENANTS References in this term sheet to the rating of a
tenant may refer to the rating of a parent of the
actual tenant and the rated entity may not be an
actual party to that lease. The rated parent may not
guarantee the lease.
ERISA The offered certificates are expected to be ERISA
eligible.
SMMEA The class A-1, class A-2, class A-3, class A-AB,
class A-4, class A-1A, class A-M, class A-MFL, class
A-J, class A-JFL, class B, class C and class D
certificates are expected to be "mortgage-related
securities" for the purposes of SMMEA so long as
they remain rated in one of the two highest rating
categories by a nationally recognized statistical
rating organization.
None of the offered certificates or the mortgage loans included in the trust
which back the certificates is insured or guaranteed by any governmental agency
or instrumentality or by any private mortgage insurer or by The Royal Bank of
Scotland plc, the depositor, the underwriters, the mortgage loan sellers, the
master servicer, the special servicer, or any other party.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - SHORENSTEIN PORTLAND PORTFOLIO
[FIVE (5) PHOTOS OF SHORENSTEIN PORTLAND PORTFOLIO PROPERTIES OMITTED]
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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[MAP INDICATING THE LOCATIONS OF SHORENSTEIN PORTLAND
PORTFOLIO PROPERTIES OMITTED]
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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PROPERTY INFORMATION
Number of Mortgaged Real Properties 16
Location (City/State) Various, Oregon
Property Type Office
Size (sf) 3,882,036
Percentage Leased as of February 28, 2007 94.1%
Year Built Various
Appraisal Value $1,063,600,000
Underwritten Occupancy 95.3%
Underwritten Revenues $92,563,972
Underwritten Total Expenses $33,954,677
Underwritten Net Operating Income (NOI) $58,609,295
Underwritten In Place Cash Flow (IPCF) (1) $49,431,094
Underwritten Net Cash Flow (NCF) (2) $52,863,207
MORTGAGE LOAN INFORMATION
Originator GSCMC
Cut-off Date Principal Balance $697,200,000
Cut-off Date Principal Balance PSF $179.60
Percentage of Initial Mortgage Pool Balance 9.1%
Number of Mortgage Loans 1
Type of Security Fee Simple and
Leasehold
Mortgage Rate 5.560%
Original Term to Maturity (Months) 120
Original Amortization Term (Months) None
Cut-off Date LTV Ratio 65.6%
LTV Ratio at Maturity 65.6%
Underwritten DSCR on NOI 1.49x
Underwritten DSCR on IPCF (1) 1.25x
Underwritten DSCR on NCF (2) 1.34x
----------
(1) IPCF is the loan seller's Underwritten NCF, adjusted for in place leases
and expenses and contractual rent steps through April 2008, but giving no
credit to rental growth expected to occur in future years or upon
stabilization.
(2) NCF is loan seller's NCF, giving credit to contractual rent steps through
the end of the lease term and occupancy of 95.3%. There can be no assurance
that the property will ever attain or exceed the stated NCF.
o THE LOAN. The mortgage loan (the "SHORENSTEIN PORTLAND PORTFOLIO LOAN") is
evidenced by a single note and is secured by first mortgages encumbering 16
office properties all located in the greater Portland, Oregon area (the
"SHORENSTEIN PORTLAND PORTFOLIO PROPERTIES"). The Shorenstein Portland
Portfolio Loan was originated on March 27, 2007 by Goldman Sachs Commercial
Mortgage Capital, L.P. and was subsequently purchased by Goldman Sachs
Mortgage Company. The Shorenstein Portland Portfolio Loan represents
approximately 9.1% of the initial mortgage pool balance, had an original
principal balance and has an outstanding principal balance as of the
cut-off date of $697,200,000 and an interest rate of 5.560%. The proceeds
from the Shorenstein Portland Portfolio Loan were used to acquire the
Shorenstein Portland Portfolio Properties.
The Shorenstein Portland Portfolio Loan had an initial term of 120 months,
has a remaining term of 117 months and requires payments of interest only
through maturity. The scheduled maturity date is the payment date in April
2017. Voluntary prepayment of the Shorenstein Portland Portfolio Loan is
prohibited until the payment date in January 2017. Defeasance with direct,
non-callable obligations of the United States of America is permitted at
any time after the second anniversary of the securitization closing date.
o THE PROPERTIES. The Shorenstein Portland Portfolio Properties consist of 16
office properties in the Greater Portland, Oregon area totaling 3,882,036
rentable SF contained in 46 individual buildings. The borrower purchased
the Shorenstein Portland Portfolio Properties from The Blackstone Group
("BLACKSTONE") in March 2007, shortly after Blackstone's February 2007
acquisition of Equity Office Properties. As of February 28, 2007, the
Shorenstein Portland Portfolio Properties were 94.1% occupied in the
aggregate with no tenant comprising more than 2.8% of the total rentable
SF.
The following table presents certain information relating to the
Shorenstein Portland Portfolio Properties:
ALLOCATED
PROPERTY NAME CITY STATE LOAN AMOUNT YEAR BUILT SQUARE FEET OCCUPANCY
------------------------ ----------- ------ ------------ ---------- ----------- ---------
Lincoln Center Portland Oregon $125,520,973 1978-1989 728,113 94.9%
Kruse Woods Lake Oswego Oregon 87,864,681 1986, 1997 418,774 93.5
Nimbus Corporate Center Beaverton Oregon 76,889,811 1984-1991 685,788 96.3
Congress Center Portland Oregon 53,297,125 1982 365,617 90.0
Kruse Woods V Lake Oswego Oregon 51,917,052 2003 183,347 100.0
Umpqua Bank Plaza Portland Oregon 50,274,107 1974 273,198 95.0
5800 & 6000 Meadows Lake Oswego Oregon 50,208,389 1999-2001 198,976 93.0
River Forum 1 & 2 Portland Oregon 32,201,715 1985, 1989 192,534 96.8
4900 & 5000 Meadows Road Lake Oswego Oregon 28,850,108 1988-1990 144,275 95.2
4949 Meadows Road Lake Oswego Oregon 27,732,906 1997 124,222 94.6
4000 Kruse Way Place Lake Oswego Oregon 26,024,244 1981 141,099 91.7
Kruse Oaks II Lake Oswego Oregon 25,564,219 2006 102,567 69.0
Kruse Oaks I Lake Oswego Oregon 18,729,569 2001 91,690 92.3
Kruse Way Plaza I & II Lake Oswego Oregon 17,349,495 1984-1986 101,486 99.8
4800 Meadows Road Lake Oswego Oregon 13,932,171 1999 74,352 95.9
4004 Kruse Way Place Lake Oswego Oregon 10,843,435 1996 55,998 100.0
------------ --------- -----
TOTAL / WEIGHTED AVERAGE $697,200,000 3,882,036 94.1%
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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The following table presents certain information relating to the lease
rollover schedule at the Shorenstein Portland Portfolio Property:
TEN LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT
ANNUALIZED
% OF TOTAL UNDERWRITTEN
ANNUALIZED ANNUALIZED BASE RENT
CREDIT RATING TENANT % OF UNDERWRITTEN UNDERWRITTEN ($ PER LEASE
TENANT NAME (FITCH/MOODY'S/S&P)(1) NRSF NRSF BASE RENT ($) BASE RENT NRSF) EXPIRATION
----------------------------- ---------------------- --------- ----- ------------- ------------ ------------ ----------
Northwest Evaluation
Association NR/NR/NR 108,448 2.8% $ 3,351,036 4.1% $30.90 (3)
GSA Portland Bankruptcy Court AAA/Aaa/AAA 59,723 1.5% 1,505,016 1.8% 25.20 9/30/2014
Lime Financial Services NR/NR/NR 48,268 1.2% 1,496,316 1.8% 31.00 10/31/2009
Kaiser Foundation Health Plan A/NR/NR 45,707 1.2% 1,382,628 1.7% 30.25 12/31/2007
Autodesk NR/NR/NR 43,076 1.1% 1,303,056 1.6% 30.25 3/31/2014
Meritage Mortgage
Corporation(2) NR/NR/NR 70,697 1.8% 1,263,360 1.5% 17.87 7/31/2010
Umpqua Bank NR/NR/NR 47,651 1.2% 1,112,148 1.4% 23.34 (4)
North Pacific Group NR/NR/NR 50,747 1.3% 1,071,768 1.3% 21.12 11/30/2015
UNICRU NR/NR/NR 75,047 1.9% 1,067,172 1.3% 14.22 8/31/2010
Cascade Microtech NR/NR/NR 58,817 1.5% 832,848 1.0% 14.16 12/31/2014
--------- ----- ----------- ----- ------
TEN LARGEST TENANTS 608,181 15.7% $14,385,348 17.5% $23.65
Remaining Tenants 3,046,624 78.4% 67,710,264 82.5% 22.22
Vacant 227,231 5.9% 0 0.0% 0.00
--------- ----- ----------- ----- ------
TOTAL ALL TENANTS 3,882,036 100.0% $82,095,612 100.0% $21.15
----------
(1) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
(2) Meritage Mortgage Company was acquired by NetBank in 2004 and NetBank is
the guarantor of the lease. Meritage has ceased operations and their space
is dark. They have continued to pay the rent and are actively trying to
sublet the space.
(3) Northwest Evaluation has two leases both within Kruse Woods V. One lease
(92,719 SF) expires on 1/30/2011 and the other (15,729 SF) expires on
4/30/2011.
(4) Umpqua Bank has two leases both within Umpqua Bank Plaza. One lease (42,348
SF) expires on 11/30/2016 and the other (5,303 SF) expires on 6/30/2009.
The following table presents certain information relating to the lease
rollover schedule at the Shorenstein Portland Portfolio Properties:
LEASE EXPIRATION SCHEDULE(1)
% OF TOTAL ANNUALIZED
CUMULATIVE ANNUALIZED ANNUALIZED UNDERWRITTEN
YEAR ENDING % OF TOTAL OF TOTAL UNDERWRITTEN UNDERWRITTEN BASE RENT
DECEMBER 31, EXPIRING NRSF NRSF NRSF BASE RENT ($) BASE RENT ($ PER NRSF)
------------------------ ------------- ---------- ---------- ------------- ------------ ------------
2007 538,687 13.9% 13.9% $13,038,060 15.9% $24.20
2008 479,731 12.4% 26.2% 10,553,940 12.9% 22.00
2009 658,415 17.0% 43.2% 15,002,604 18.3% 22.79
2010 778,071 20.0% 63.2% 15,525,768 18.9% 19.95
2011 509,453 13.1% 76.4% 12,239,460 14.9% 24.02
2012 254,678 6.6% 82.9% 6,384,036 7.8% 25.07
2013 107,892 2.8% 85.7% 2,447,412 3.0% 22.68
2014 194,913 5.0% 90.7% 4,438,548 5.4% 22.77
2015 61,688 1.6% 92.3% 1,337,088 1.6% 21.68
2016 48,185 1.2% 93.6% 1,041,012 1.3% 21.60
2017 0 0.0% 93.6% 0 0.0% 0.00
2018 & Thereafter 23,092 0.6% 94.1% 87,684 0.1% 3.80
Vacant 227,231 5.9% 100.0% 0 0.0% 0.00
--------- ----- ----------- ----- ------
TOTAL / WEIGHTED AVERAGE 3,882,036 100.0% $82,095,612 100.0% $21.15
----------
(1) Calculated based on approximate square footage occupied by each tenant.
o THE BORROWER. The borrowers are eight Delaware limited liability companies
and one Delaware limited partnership, each a single-purpose entity that
owns one or more of the Shorenstein Portland Portfolio Properties. Legal
counsel to the borrowers delivered a non-consolidation opinion in
connection with the origination of the Shorenstein Portland Portfolio Loan.
A majority interest in each of the borrowers under the Shorenstein Portland
Portfolio Loan is indirectly owned by Shorenstein Realty Investors Eight,
L.P., the guarantor of certain non-recourse carve-outs under the
Shorenstein Portland Portfolio Loan.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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o ESCROWS. The loan documents provide for monthly escrows of real estate
taxes ($1,171,186), insurance ($112,521) and a structural reserve ($0.20
times the aggregate number of rentable SF). During a Shorenstein Portland
Portfolio Cash Trap Period, the loan documents require additional reserves
to cover tenant improvements and leasing commissions at the Shorenstein
Portland Portfolio Properties. A "SHORENSTEIN PORTLAND PORTFOLIO CASH TRAP
PERIOD" means any period commencing as of the end of any calendar quarter
in which the debt service coverage ratio for that calendar quarter for the
prior twelve-month period is less than 1.10x and terminating as of the end
of any two consecutive calendar quarters in which the debt service coverage
ratio of the Shorenstein Portland Portfolio Properties for the prior
twelve-month period is at least 1.10x.
o LOCKBOX AND CASH MANAGEMENT. The Shorenstein Portland Portfolio Loan
requires a hard lockbox, which is already in place. The loan documents
require the borrower to direct tenants to pay their rents directly to a
lender-controlled lockbox account. The loan documents also require that all
cash revenues relating to the property and all other money received by the
borrower or the property manager be deposited into the lockbox account
within one business day after receipt. On each business day, all funds on
deposit in the lockbox account are swept to a cash management account under
the control of the lender. Provided no event of default under the
Shorenstein Portland Portfolio Loan or Shorenstein Portland Portfolio Cash
Trap Period is continuing, all funds in the cash management account in
excess of the monthly debt service, any reserves required under the loan
documents and all other amounts then due to the lender will be remitted to
an account specified by the borrowers on each business day. During the
continuance of an event of default under the Shorenstein Portland Portfolio
Loan, the lender may apply any funds in the cash management account to the
obligations of the borrowers under the Shorenstein Portland Portfolio Loan
in such order of priority as the lender may determine.
o PROPERTY MANAGEMENT. The Shorenstein Portland Portfolio Properties are
currently managed by Shorenstein Realty Services, L.P., an affiliate of the
borrowers, pursuant to a management agreement. The property manager of the
Shorenstein Portland Portfolio Properties is currently entitled to a base
management fee in an amount equal to 3% of revenues from the Shorenstein
Portland Portfolio Properties. In addition, under the loan documents, the
Shorenstein Portland Portfolio Properties may be managed by a manager other
than the current manager, provided that each rating agency has confirmed in
writing that management by that manager will not cause the downgrade,
withdrawal or qualification of the then current ratings of any class of the
series 2007-GG10 certificates. The lender may require the borrowers to
replace the property manager if an event of default under the Shorenstein
Portland Portfolio Loan has occurred, upon a default by the property
manager under the property management agreement, upon an act of fraud,
gross negligence or willful misconduct by the property manager or at any
time that Walter Shorenstein, his descendants or a related trust property
fails to own at least 51% of the property manager.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not Permitted
o TERRORISM INSURANCE. The loan documents require that the "all risk"
insurance policies required to be maintained by the borrowers provide
coverage for terrorism in an amount equal to the lesser of the full amount
of the Shorenstein Portland Portfolio Loan or the full replacement cost of
the Shorenstein Portland Portfolio Properties (as determined by lender in
its reasonable discretion) as well as business interruption insurance
covering the 12-month period from the occurrence of a casualty. The
borrowers must maintain this coverage if it is commercially available,
provided that in the event that the Terrorism Risk Insurance Act of 2002 or
a similar statute is not in effect, the maximum amount that the borrowers
are required to pay in terrorism insurance premiums is an amount equal to
two times the current aggregate property insurance premium payable with
respect to (or otherwise allocable to) the Shorenstein Portland Portfolio
Properties. The borrowers are permitted to maintain such terrorism coverage
through a blanket policy.
o RELEASE OF COLLATERAL. Provided no event of default is then continuing
under the Shorenstein Portland Portfolio Loan, at any time beginning two
years from the date of securitization, the borrower may obtain the release
of one or more of the Shorenstein Portland Portfolio Properties from the
liens of the loan documents, provided that, among other things, (a) the
debt service coverage ratio for the 12 months ending immediately prior to
release (calculated to give effect to the release) must be equal to or
greater than the greater of (x) the debt service coverage ratio at the time
of the closing of the Shorenstein Portland Portfolio Loan and (y) the debt
service coverage ratio immediately prior to the release, (b) in the case of
a release of any of the Shorenstein Portland Portfolio Properties that
comprise the group of properties known as the Kruse Oaks Project, such
released property must be self-sufficient and not rely on any shared
services, common area
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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maintenance or other service or utility arrangements provided by or shared
with any other Shorenstein Portland Portfolio Property that comprises the
Kruse Oaks Project and (c) each rating agency must confirm in writing that
such release will not cause the downgrade, withdrawal or qualification of
the then current ratings of any class of the series 2007-GG10 certificates.
In addition, the borrower is permitted to adjust the lot line separating
two parcels that partially comprise the Kruse Oaks Project, provided that,
among other things, the debt service coverage ratio for the 12 months
ending on the most recently ended calendar quarter (calculated to give
effect to the adjustment) must be equal to or greater than the debt service
coverage ratio at the time of the closing of the Shorenstein Portland
Portfolio Loan, and the affected property, after giving effect to such lot
line adjustment, conforms to all applicable legal requirements. In
connection with any release of a Shorenstein Portland Portfolio Property,
the borrower is required to defease the Shorenstein Portland Portfolio Loan
in an amount equal to the greater of (i) 90% of the net proceeds from the
sale or other disposition of the applicable Shorenstein Portland Portfolio
Property and (ii) the portion of the Shorenstein Portland Portfolio Loan
allocable to such property.
o GROUND LEASES. Six of the Shorenstein Portland Portfolio Properties (4949
Meadows, 4900-5000 Meadows, 4800 Meadows, Kruse Oaks I & II, Kruse Woods
III and Congress Center) are subject to ground leases. Except for the
ground lease relating to the Congress Center parking garage (the appraised
value of which is $200,000) that expires in 2013, each of the ground leases
has a term that extends at least 30 years beyond the maturity date of the
Shorenstein Portland Portfolio Loan (taking into account all freely
exercisable extension options) and contains customary mortgagee protection
provisions, including notice and cure rights and the right to enter into a
new lease with the applicable ground lessor in the event a ground lease is
rejected or terminated. Because the Congress Center parking garage ground
lease lacks certain conventional mortgagee protection provisions,
Shorenstein Realty Investors Eight, L.P. has provided a $5 million guaranty
of the borrower's obligations under the loan documents, which becomes
effective if (i) the Congress Center parking garage ground lease
terminates, (ii) the borrower does not secure replacement parking and grant
the lender a security interest in such replacement parking and (iii) the
aggregate of the allocated loan amounts for all of the Shorenstein Portland
Portfolio Properties owned by the borrower that is lessee under the
Congress Center parking garage lease is in excess of 25% of the outstanding
principal balance of the Shorenstein Portland Portfolio Loan.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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[TWO (2) PHOTOS OF WELLS FARGO TOWER OMITTED]
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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[MAP INDICATING LOCATION OF WELLS FARGO TOWER OMITTED]
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) Los Angeles, California
Property Type Office
Size (sf) 1,385,325
Percentage Leased as of January 31, 2007 92.1%
Year Built/Year Renovated 1982 / 2007
Appraisal Value $704,000,000
Underwritten Occupancy 94.4%
Underwritten Revenues $58,348,192
Underwritten Total Expenses $19,383,918
Underwritten Net Operating Income (NOI) $38,964,274
Underwritten In Place Cash Flow (IPCF) (1) $33,789,932
Underwritten Net Cash Flow (NCF) (2) $37,592,494
MORTGAGE LOAN INFORMATION
Originator GCFP/Lehman
Cut-off Date Principal Balance $550,000,000
Cut-off Date Principal Balance PSF/Unit $397.02
Percentage of Initial Mortgage Pool Balance 7.2%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 5.697%
Original Term to Maturity (Months) 120
Original Amortization Term (Months) Interest Only
Cut-off Date LTV Ratio 78.1%
LTV Ratio at Maturity 78.1%
Underwritten DSCR on NOI 1.22x
Underwritten DSCR on IPCF (1) 1.07x
Underwritten DSCR on NCF (2) 1.18x
----------
(1) IPCF is the loan sellers underwritten NOI, adjusted for in place leases and
expenses, but giving no credit to rental growth expected to occur in future
years or upon stabilization.
(2) NCF is loan seller's NCF, giving credit to rental growth to market levels
that is projected to happen in future years based on cash flow models
prepared with Argus or other software. There can be no assurance that the
property will ever attain or exceed the stated NCF.
o THE LOAN. The mortgage loan (the "WELLS FARGO TOWER LOAN") is evidenced by
two promissory notes and is secured by a first mortgage encumbering the
class-A office building located at 333 South Grand Avenue, Los Angeles,
California (the "WELLS FARGO TOWER PROPERTY"). The Wells Fargo Tower Loan
was originated on April 4, 2007 by Lehman ALI Inc. and Greenwich Capital
Financial Products, Inc. ("GCFP"). One promissory note in the amount of
$280,500,000 was originated by Lehman ALI Inc. and the other promissory
note in the amount of $269,500,000 was originated by GCFP. The Wells Fargo
Tower Loan has an aggregate original principal balance and a principal
balance as of the cut-off date of $550,000,000, and an interest rate of
5.697%. The Wells Fargo Tower Loan represents approximately 7.2% of the
initial mortgage pool balance. The DSCR and LTV on the Wells Fargo Tower
Loan are 1.18x and 78.1%, respectively. The proceeds of the Wells Fargo
Tower Loan were used to refinance existing debt.
The Wells Fargo Tower Loan has an initial term of 120 months and a
remaining term of 117 months. The Wells Fargo Tower Loan is interest-only
for the entire term. The scheduled maturity date is April 6, 2017.
Voluntary prepayment of the Wells Fargo Tower Loan is permitted at any
time. Prepayments made prior to October 6, 2016 must be accompanied with
the payment of yield maintenance, and may be made without penalty
thereafter. Defeasance with United States government securities or certain
other obligations is also permitted from August 6, 2009.
o THE PROPERTY. The Wells Fargo Tower Property is a 1,385,325-sf, 53-story,
class-A multi-tenant office building with an atrium, a three-level enclosed
structure housing several retail tenants, and a five-level subterranean
parking garage. The Wells Fargo Tower Property is located in the Bunker
Hill submarket of Los Angeles' central business district. Maguire Partners,
the predecessor of the sponsor, built the Wells Fargo Tower Property in
1982. The building was designed by Skidmore, Owings & Merrill and sits
prominently on the Los Angeles skyline. The Wells Fargo Tower Property has
1,305,620 sf of office space, 64,734 sf of retail space, 14,971 sf of
storage space and 2,207 parking spaces.
As of January 31, 2007, the Wells Fargo Tower Property was 92.1% leased to
approximately 73 tenants. The three largest tenants in the building are
Wells Fargo Bank (299,665 sf) with various leases through December 2009,
December 2011 and February 2013, Gibson, Dunn & Crutcher (268,269 sf)
through December 2017, and OakTree Capital Management (125,052 sf) with
various leases through December 2007, December 2009 and March 2017.
According to Hoovers Online, Wells Fargo & Co. is the fifth largest bank in
the United States as of December 2006. Gibson, Dunn & Crutcher, whose
largest office is in the Wells Fargo Tower Property, is listed among the 20
largest law firms in the country according to the Internet Legal Research
Group. Oaktree Capital Management is a private equity fund with assets
under management of $42.3 billion.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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The following table presents certain information relating to the major
tenants at the Wells Fargo Tower Property:
TEN LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT
% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
CREDIT RATING TENANT % OF UNDERWRITTEN UNDERWRITTEN BASE RENT
TENANT NAME (FITCH/MOODY'S/S&P)(1) NRSF NRSF BASE RENT ($) BASE RENT ($ PER NRSF) LEASE EXPIRATION
----------------------- ----------------------- --------- ----- ------------- ------------ ------------ --------------------------
Gibson, Dunn & Crutcher NR/NR/NR 268,269 19.4% $ 7,435,404 26.5% $27.72 12/31/2017
Wells Fargo Bank AA/Aa1/AA+ 299,665 21.6% 6,029,592 21.5% 20.12 12/31/2009, 12/31/2011 and
2/28/2013
Oaktree Capital
Management NR/NR/NR 125,052 9.0% 2,202,048 7.9% 17.61 12/31/2007, 12/31/2009 and
3/31/2017
Winston & Strawn NR/NR/NR 61,246 4.4% 1,231,800 4.4% 20.11 12/31/2008 and 12/31/2012
Dewey Ballantine NR/NR/NR 48,762 3.5% 1,072,764 3.8% 22.00 12/31/2011
--------- ----- ----------- ----- ------
TOTAL LARGEST TENANTS 802,994 58.0% $17,971,608 64.2% $22.38
Remaining Tenants 472,421 34.1% 10,038,855 35.8% 22.38
Vacant Space 109,910 7.9% 0 0.0% 0.00
--------- ----- ----------- ----- ------
TOTAL ALL TENANTS 1,385,325 100.0% $28,010,463 100.0% $21.96
----------
(1) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
The following table presents certain information relating to the lease
rollover schedule at the Wells Fargo Tower Property:
LEASE EXPIRATION SCHEDULE(1)
% OF TOTAL ANNUALIZED
CUMULATIVE ANNUALIZED ANNUALIZED UNDERWRITTEN
YEAR ENDING % OF TOTAL OF TOTAL UNDERWRITTEN UNDERWRITTEN BASE RENT
DECEMBER 31, EXPIRING NRSF NRSF NRSF BASE RENT BASE RENT ($ PER NRSF)
------------------------ ------------- ---------- ---------- ------------ ------------ ------------
2007 90,357 6.5% 6.5% $ 1,924,609 6.9% $21.30
2008 44,604 3.2% 9.7% 935,028 3.3% 20.96
2009 139,772 10.1% 19.8% 2,734,380 9.8% 19.56
2010 75,013 5.4% 25.2% 1,530,492 5.5% 20.40
2011 132,420 9.6% 34.8% 2,861,341 10.2% 21.61
2012 80,318 5.8% 40.6% 1,634,016 5.8% 20.34
2013 370,683 26.8% 67.4% 7,423,848 26.5% 20.03
2014 8,723 0.6% 68.0% 201,504 0.7% 23.10
2015 9,928 0.7% 68.7% 249,565 0.9% 25.14
2016 0 0.0% 68.7% 0 0.0% 0.00
2017 and thereafter 323,597 23.4% 92.1% 8,515,680 30.4% 26.32
Vacant 109,910 7.9% 100.0% 0 0.0% 0.00
--------- ----- ----------- ----- ------
TOTAL / WEIGHTED AVERAGE 1,385,325 100.0% $28,010,463 100.0% $21.96
----------
(1) Calculated based on approximate square footage occupied by each tenant.
o THE BORROWER. The borrower (the "WELLS FARGO TOWER BORROWER") is North
Tower, LLC, a single-asset, special-purpose, bankruptcy-remote Delaware
limited liability company with two independent directors. Legal counsel to
the Wells Fargo Tower Borrower delivered a non-consolidation opinion in
connection with the origination of the Wells Fargo Tower Loan. The sponsor
of the Wells Fargo Tower Borrower is Maguire Properties, Inc. ("MPI"), a
publicly traded REIT with a market capitalization of $1.6 billion as of May16, 2007. Robert F. Maguire III, the largest shareholder, chairman of the
board and Co-Chief Executive Officer of MPI is an experienced real estate
investor. In 1965, Robert F. Maguire III founded MPI's predecessor, Maguire
Partners, to own, manage, develop and acquire office properties in the
Southern California market. Over its 42-year history, Maguire Partners
established a successful record of developing class-A buildings. MPI is one
of the largest commercial real estate developers and owners headquartered
on the West Coast and one of the nation's largest developers of class-A
quality office and mixed-use properties. The company specializes in large,
architecturally significant projects, and has developed a number of
significant projects in Los Angeles County, including US Bank Tower, Gas
Company Tower, and KPMG Tower. MPI's subsidiary, Maguire Properties, L.P.
("MPLP"), guaranteed the non-recourse carveouts of the Wells Fargo Tower
Loan. The Wells Fargo Tower Borrower is affiliated with the borrowers under
the mortgage loans identified on Annex C-1 to the prospectus supplement as
Two California Plaza, 550 South Hope Street, Maguire Anaheim Portfolio,
Lincoln Town Center, and 3800
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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Chapman, which are also assets of the trust and are located in the Los
Angeles and Orange County MSA's. As of June 7, 2007, MPI's aggregate
ownership of downtown commercial real estate was 8,210,898 sf or 36.4% of
the downtown class A market.
o ESCROWS. The Wells Fargo Tower Loan documents provide for certain escrows
including real estate taxes and insurance premiums.
Tax and Insurance Reserve: The Wells Fargo Tower Borrower is required to
make monthly contributions into a tax and insurance reserve account in an
amount equal to one-twelfth of the amount the lender estimates will be
necessary to pay impositions, such as taxes and insurance premiums, over
the then succeeding twelve month period.
Leasing Reserve: At closing, the Wells Fargo Tower Borrower deposited
$7,018,725 for then outstanding tenant improvements and leasing
commissions. In addition, the Wells Fargo Tower Borrower deposited an
additional $2,581,275 ($1.86 psf) in lieu of an ongoing reserve for future
tenant improvements and leasing commissions at the Wells Fargo Tower
Property. As of June 7, 2007, $9,620,673 remained in the account.
Capital Expense Reserve: The Wells Fargo Tower Borrower is required to
deposit one-twelfth of the amount lender estimates to be due for
replacements and repairs required to be made to the Wells Fargo Tower
Property during that calendar year for capital expenditure items at the
Wells Fargo Tower Property.
o LOCKBOX AND CASH MANAGEMENT. The Wells Fargo Tower Loan requires a hard
lockbox, which is already in place. The Wells Fargo Tower Loan documents
require the Wells Fargo Tower Borrower to direct the tenants to pay their
rents directly to a lender-controlled account, and that all rents received
by the Wells Fargo Tower Borrower or the property manager be deposited into
the lender-controlled account (as well as any other rents, receipts,
security deposits or payments related to lease termination or default)
within one business day after receipt. Amounts on deposit in the lockbox
account are transferred on each business day to another lender-controlled
account. On each payment date, any amounts in such lender-controlled
account after payment of debt service, operating expenses and reserves are
to be returned to the Wells Fargo Tower Borrower until such time that there
is an event of default under the Wells Fargo Tower Loan. Upon the
occurrence and during the continuance of an event of default, lender may
retain any excess amounts as additional collateral or apply any excess
amounts to the payment of the debt.
o PROPERTY MANAGEMENT. MPLP, an affiliate of the Wells Fargo Tower Borrower,
is the property manager for the Wells Fargo Tower Loan. The lender may
cause the Wells Fargo Tower Borrower to replace the property manager with a
manager approved by lender, subject to the consent of the rating agencies,
if (i) an event of default occurs and is not cured, (ii) a bankruptcy of
MPLP occurs, (iii) the maturity date has occurred and the Wells Fargo Tower
Loan is not repaid, (iv) the DSCR for the immediately preceding 12 month
period is less than 1.0x or (v) a material default occurs under the
property management agreement beyond any applicable notice or cure period.
The Wells Fargo Tower Borrower may not enter into any agreement relating to
the management of the Wells Fargo Tower Property with any party without the
express written consent of lender and the rating agencies. The management
fee is equal to 3.0% of all rent and other income collected from tenants at
the Wells Fargo Tower Property. Leasing commissions are payable separately
based on a fixed schedule. MPLP contracts out certain services to an
affiliated subcontractor pursuant to a services subcontract that is
terminable by either party on 30 days' notice.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. There is currently no mezzanine or
subordinate indebtedness related to the Wells Fargo Tower Property. The
Wells Fargo Tower Loan documents permit MPI, MPLP or any entity holding any
direct or indirect interests in MPI or MPLP or any entity owned by MPLP
other than the Wells Fargo Tower Borrower and its sole member ("QUALIFIED
PLEDGOR"), to pledge their direct or indirect ownership interests in the
sole member of the Wells Fargo Tower Borrower to secure (i) a loan facility
or loan facilities to one or more Qualified Pledgors from a group of
lenders for which a qualified institutional lender acts as agent or
collateral agent or will act as initial administrative and collateral
agent, and (ii) related hedging arrangements in connection with the loan
facility or loan facilities described in clause (i). In either case, such
Qualified Pledgor must pledge, directly or indirectly, its or their equity
interests in substantially all of the property owning subsidiaries in which
MPLP holds a direct or indirect interest, and any enforcement action taken
pursuant to such pledge will constitute a transfer under the Wells Fargo
Tower Loan documents
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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and the holder of such pledge will be required to comply with all of the
applicable provisions restricting transfers in the Wells Fargo Tower loan
documents.
o TERRORISM INSURANCE. The Wells Fargo Tower Loan documents require the Wells
Fargo Tower Borrower to maintain terrorism insurance. The Wells Fargo Tower
Borrower is not required to incur a cost for such terrorism coverage in
excess of 150% of all other insurance coverage required pursuant to the
Wells Fargo Tower Loan documents (the "TERRORISM INSURANCE CAP") for the
immediately preceding annual policy period. The Wells Fargo Tower Property
has terrorism coverage as part of its blanket all-risk property coverage.
In the event that the annual premium for terrorism coverage in an amount
equal to the "FULL REPLACEMENT COST" coverage exceeds the Terrorism
Insurance Cap, the Wells Fargo Tower Borrower will be required to maintain
as much terrorism coverage as is available for a premium equal to the
Terrorism Insurance Cap.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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[LARGE PHOTO OF TWO CALIFORNIA PLAZA OMITTED]
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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[TWO (2) MAPS INDICATING LOCATION OF TWO CALIFORNIA PLAZA OMITTED]
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) Los Angeles, California
Property Type Office
Size (sf) 1,329,810
Percentage Leased as of March 27, 2007 90.5%
Year Built 1992
Appraisal Value $638,000,000
Underwritten Occupancy 89.9%
Underwritten Revenues $53,847,418
Underwritten Total Expenses $21,110,399
Underwritten Net Operating Income (NOI) $32,737,019
Underwritten In Place Cash Flow (IPCF) (1) $26,305,654
Underwritten Net Cash Flow (NCF) (2) $31,502,945
MORTGAGE LOAN INFORMATION
Originator GCFP
Cut-off Date Principal Balance $470,000,000
Cut-off Date Principal Balance PSF/Unit $353.43
Percentage of Initial Mortgage Pool Balance 6.1%
Number of Mortgage Loans 1
Type of Security Leasehold
Mortgage Rate 5.49968%
Original Term to Maturity (Months) 120
Original Amortization Term (Months) Interest Only
Cut-off Date LTV Ratio 73.7%
LTV Ratio at Maturity 73.7%
Underwritten DSCR on NOI 1.25x
Underwritten DSCR on IPCF (1) 1.00x
Underwritten DSCR on NCF (2) 1.20x
----------
(1) IPCF is the loan sellers underwritten NOI, adjusted for in place leases and
expenses, but giving no credit to rental growth expected to occur in future
years or upon stabilization.
(2) NCF is loan seller's NCF, giving credit to rental growth to market levels
that is projected to happen in future years based on cash flow models
prepared with Argus or other software. There can be no assurance that the
property will ever attain or exceed the stated NCF.
o THE LOAN. The mortgage loan (the "TWO CALIFORNIA PLAZA LOAN") is evidenced
by a single note and is secured by a first-priority leasehold mortgage
encumbering the class-A office building located at 350 South Grand Avenue,
Los Angeles, California (the "TWO CALIFORNIA PLAZA PROPERTY"). The Two
California Plaza Loan represents approximately 6.1% of the initial mortgage
pool balance. The Two California Plaza Loan was originated on April 24,2007, has an original principal balance and a principal balance as of the
cut-off date of $470,000,000, and an interest rate of 5.49968%. The DSCR
and LTV on the Two California Plaza Loan are 1.20x and 73.7%, respectively.
The proceeds of the Two California Plaza Loan were used by the borrower to
acquire the Two California Plaza Property along with 24 other properties
for a total portfolio acquisition price of approximately $2.875 billion.
The Two California Plaza Loan has an initial term of 120 months and a
remaining term of 118 months. The Two California Plaza Loan is
interest-only for the entire term. The scheduled maturity date is May 6,2017. Voluntary prepayment of the Two California Plaza Loan is permitted at
any time. Prepayments made prior to February 6, 2017 must be accompanied
with the payment of yield maintenance, and may be made without penalty
thereafter. Defeasance with United States government securities or certain
other obligations is also permitted from August 6, 2009.
o THE PROPERTY. The Two California Plaza Property is a 1,329,810-sf, 52-story
class-A office building with an atrium, a three-level enclosed structure
housing several retail tenants, and a five-level subterranean parking
garage. The Two California Plaza Property is located in the Bunker Hill
submarket of Los Angeles' central business district. Maguire Partners, the
predecessor of the sponsor, built the Two California Plaza Property in
1992. The building was designed by Arthur Erickson and sits prominently on
the Los Angeles skyline. The Two California Plaza Property has 1,277,657 sf
of office space, 52,153 sf of retail and storage space and 1,225 parking
spaces.
As of March 27, 2007, the Two California Plaza Property was 90.5% leased to
approximately 56 tenants. The three largest tenants in the building are
Deloitte & Touche (342,094 sf) through March 2015, Pricewaterhouse Coopers
(160,784 sf) through May 2013, and Aames Financial Corp. (151,561 sf)
through March 2012. Aames Financial was acquired in 2006 by Accredited Home
Lenders (NYSE: LEND), which had a market capitalization of $374 million as
of June 7, 2007.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - TWO CALIFORNIA PLAZA
The following table presents certain information relating to the major
tenants at the Two California Plaza Property:
TEN LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT
ANNUALIZED
% OF TOTAL UNDERWRITTEN
ANNUALIZED ANNUALIZED BASE RENT
CREDIT RATING TENANT % OF UNDERWRITTEN UNDERWRITTEN ($ PER LEASE
TENANT NAME (FITCH/MOODY'S/S&P)(1) NRSF NRSF BASE RENT ($) BASE RENT NRSF) EXPIRATION
---------------------- ---------------------- --------- ----- ------------- ------------ ------------ ----------
Deloitte & Touche NR/NR/NR 342,094 25.7% $ 5,216,904 21.0% $15.25 3/31/2015
Aames Financial Corp. NR/NR/NR 151,561 11.4% 3,423,756 13.8% 22.59 3/31/2012
PricewaterhouseCoopers NR/NR/NR 160,784 12.1% 2,847,048 11.5% 17.71 5/31/2013
Mayer Brown Rowe NR/NR/NR 81,411 6.1% 1,678,992 6.8% 20.62 3/31/2017
--------- ----- ----------- ----- ------
TOTAL LARGEST TENANTS 735,850 55.3% $13,166,700 53.1% $17.89
Remaining Tenants 467,079 35.1% 11,652,708 46.9% 24.95
Vacant Space 126,881 9.5% 0 0.0% 0.00
--------- ----- ----------- ----- ------
TOTAL ALL TENANTS 1,329,810 100.0% $24,819,408 100.0% $20.63
----------
(1) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
The following table presents certain information relating to the lease
rollover schedule at the Two California Plaza Property:
LEASE EXPIRATION SCHEDULE(1)
% OF TOTAL ANNUALIZED
CUMULATIVE ANNUALIZED ANNUALIZED UNDERWRITTEN
YEAR ENDING % OF TOTAL OF TOTAL UNDERWRITTEN UNDERWRITTEN BASE RENT
DECEMBER 31, EXPIRING NRSF NRSF NRSF BASE RENT ($) BASE RENT ($ PER NRSF)
------------------------ ------------- ---------- ---------- ------------- ------------ ------------
2007 80,900 6.1% 6.1% $ 2,105,712 8.5% $26.03
2008 83,876 6.3% 12.4% 1,857,708 7.5% 22.15
2009 68,305 5.1% 17.5% 1,637,712 6.6% 23.98
2010 17,623 1.3% 18.9% 433,500 1.7% 24.60
2011 59,655 4.5% 23.3% 1,436,616 5.8% 24.08
2012 194,788 14.6% 38.0% 4,274,040 17.2% 21.94
2013 252,097 19.0% 56.9% 5,663,952 22.8% 22.47
2014 26,309 2.0% 58.9% 605,112 2.4% 23.00
2015 342,094 25.7% 84.6% 5,216,904 21.0% 15.25
2016 0 0.0% 84.6% 0 0.0% 0.00
2017 and thereafter 77,282 5.8% 90.5% 1,588,152 6.4% 20.55
Vacant 126,881 9.5% 100.0% 0 0.0% 0.00
--------- ----- ----------- ----- ------
TOTAL / WEIGHTED AVERAGE 1,329,810 100.0% $24,819,408 100.0% $20.63
----------
(1) Calculated based on approximate square footage occupied by each tenant.
o GROUND LEASE. The Two California Plaza Borrower has a leasehold interest in
the Two California Plaza Property under a ground lease from the Community
Redevelopment Agency of the City of Los Angeles, California that has an
expiration date of August 25, 2082. The current annual ground rent payment
is $1,950,000. The ground lease generally contains standard mortgagee
protection provisions.
o THE BORROWER. The borrower (the "TWO CALIFORNIA PLAZA BORROWER") is Maguire
Properties-Two Cal Plaza, LLC, a single-asset, special-purpose,
bankruptcy-remote Delaware limited liability company with two independent
directors. Legal counsel to the Two California Plaza Borrower delivered a
non-consolidation opinion in connection with the origination of the Two
California Plaza Loan. The sponsor of the Two California Plaza Borrower is
Maguire Properties, Inc., ("MPI") a publicly traded REIT with a market
capitalization of $1.6 billion as of May 16, 2007. Robert F. Maguire III,
the largest shareholder, chairman of the board and Co-Chief Executive
Officer of MPI, is an experienced real estate investor. In 1965, Robert F.
Maguire III founded MPI's predecessor, Maguire Partners, to own, manage,
develop and acquire office properties in the Southern California market.
Over its 42-year history, Maguire Partners established a successful record
of developing class-A buildings. MPI is one of the largest commercial real
estate developers and owners headquartered on the West Coast and one of the
nation's largest developers of class-A quality office and mixed-use
properties. The company specializes in large, architecturally significant
projects, and has developed a number of significant projects in Los Angeles
County, including US Bank Tower, Gas Company Tower, and KPMG Tower. MPI's
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - TWO CALIFORNIA PLAZA
subsidiary, Maguire Properties, L.P. ("MPLP"), guaranteed the non-recourse
carveouts of the Two California Plaza Loan. The Two California Plaza
Borrower is affiliated with the borrowers under the mortgage loans
identified on Annex C-1 to the prospectus supplement as 550 South Hope
Street, Wells Fargo Tower, Maguire Anaheim Portfolio, Lincoln Town Center,
and 3800 Chapman, which are also assets of the trust and are located in the
Los Angeles and Orange County MSA's. As of June 7, 2007, MPI's aggregate
ownership of downtown commercial real estate was 8,210,898 sf or 36.4% of
the downtown class-A market.
o ESCROWS. The Two California Plaza Loan documents provide for certain
escrows including real estate taxes and insurance premiums.
Tax and Insurance Reserve: The Two California Plaza Borrower is required to
make monthly contributions into a tax and insurance reserve account in an
amount equal to one-twelfth of the amount the lender estimates will be
necessary to pay impositions, such as taxes and insurance premiums, over
the then succeeding twelve month period.
Capital Expense Reserve: The Two California Plaza Borrower is required to
make monthly contributions into a capital expenditure reserve account in an
amount initially equal to $22,164.
Leasing Reserve: The Two California Plaza Borrower made an initial deposit
of $12,130,000 ($9.12 psf) into a leasing reserve account. In addition,
commencing on June 6, 2009, the Two California Plaza Borrower is required
to make monthly contributions into the leasing reserve in an amount equal
to $110,818 ($1.00 psf). As of June 7, 2007, $12,142,462 remained in the
account.
Ground Rent Reserve: The Two California Plaza Borrower is required to make
monthly contributions into a ground rent reserve account in an amount equal
to the amount that lender estimates will be necessary to pay each
installment of ground rent which is due prior to the next payment date
under the Two California Plaza Loan.
Debt Service Reserve: The Two California Plaza Borrower made a deposit of
$3,000,000 into a debt service reserve to cover potential shortfalls in the
amount of revenue from the Two California Plaza Property available to pay
the monthly interest payments required under the Two California Plaza Loan.
Any funds remaining on deposit in the debt service reserve will be released
to the Two California Plaza Borrower when the lender has determined that
the Two California Plaza Property has achieved an actual DSCR of at least
1.10x for two consecutive calendar quarters. As of June 7, 2007, $3,002,465
remained in the account.
o LOCKBOX AND CASH MANAGEMENT. The Two California Plaza Loan requires a hard
lockbox, which is already in place. The Two California Plaza Loan documents
require the Two California Plaza Borrower to direct tenants to pay their
rents directly to a lender-controlled account, and that all rents received
by the Two California Plaza Borrower or the property manager be deposited
into the lender-controlled account (as well as any other rents, receipts,
security deposits or payments related to lease termination or default)
within one business day of receipt. Amounts on deposit in the lockbox
account are swept on a daily basis into the Two California Plaza Borrower's
operating account, unless an event of default is continuing or, commencing
on December 31, 2009, the actual DSCR is less than 1.05x (each triggering,
a "DSCR CASH MANAGEMENT PERIOD"). During a DSCR Cash Management Period,
amounts in the lender-controlled account will be swept into another account
controlled by lender and applied to the payment of monthly interest
payments, operating expenses and any required reserves under the Two
California Plaza Loan documents and any excess cash will be held by the
lender. In the event that a DSCR Cash Management Period is continuing, the
Two California Plaza Borrower may cause the DSCR Cash Management Period to
terminate by delivering a letter of credit in an amount equal to the
portion of the then-outstanding principal balance of the Two California
Plaza Loan, such that an actual DSCR of at least 1.05x would be maintained
on the Two California Plaza Loan after repayment of the amount of such
letter of credit. At any time during the continuance of an event of
default, the lender may apply any amounts in the cash collateral account to
the prepayment of the debt with the applicable yield maintenance premium.
Additionally, if a DSCR Cash Management Period is continuing for two
consecutive calendar quarters, the lender may use the monies in the cash
collateral account to prepay the Two California Plaza Loan with the
applicable yield maintenance premium.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - TWO CALIFORNIA PLAZA
o PROPERTY MANAGEMENT. MPLP, an affiliate of the Two California Plaza
Borrower, is the property manager for the Two California Plaza Loan. The
lender may cause the Two California Plaza Borrower to replace the property
manager with a manager approved by the lender, subject to the consent of
the rating agencies, if (i) an event of default occurs and is not cured,
(ii) a bankruptcy of MPLP occurs, (iii) the maturity date has occurred and
the Two California Plaza Loan is not repaid, (iv) the property manager
exhibits gross negligence, malfeasance or willful misconduct or (v) the
manager defaults under the property management agreement beyond any
applicable notice or cure period. Thereafter, the Two California Plaza
Borrower may not enter into any agreement relating to the management of the
Two California Plaza Property with any party without the express written
consent of lender and, if required, the rating agencies. The management fee
is equal to 3.0% of all rent and other income collected from tenants at the
Two California Plaza Property. Leasing commissions are payable separately
based on a fixed schedule. MPLP contracts out certain services to an
affiliated subcontractor pursuant to a services subcontract that is
terminable by either party on 30 days' notice.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. There is currently no mezzanine or
subordinate indebtedness related to the Two California Plaza Property. The
Two California Plaza Loan documents permit MPI, MPLP or any entity holding
any direct or indirect interests in MPI or MPLP, to pledge their indirect
ownership interests in the Two California Plaza Borrower (but not the
foreclosure thereon) to any permitted institutional transferee providing a
corporate line of credit or other financing to MPI, MPLP or any entity
holding any direct or indirect interests in MPI or MPLP, provided that the
indirect interests in the Two California Plaza Borrower that are pledged as
collateral comprise no more than 33% of the total value of the collateral
for such line of credit or other financing, and provided that (i) no
default has occurred and remains uncured and (ii) lender has received
payment of, or reimbursement for, all costs and expenses incurred by lender
in connection with such pledges (including, but not limited to, reasonable
attorneys' fees and costs and expenses of the rating agencies).
o TERRORISM INSURANCE. The Two California Plaza Loan documents require the
Two California Plaza Borrower to maintain terrorism insurance. The Two
California Plaza Property has terrorism coverage as part of its sponsor's
blanket "all-risk" property coverage. The Two California Plaza Loan
documents provide that if "certified acts of terrorism," as identified by
the United States Government, are excluded from Two California Plaza
Borrower's comprehensive "all-risk" insurance policy business income
coverage, commercial general liability insurance or umbrella liability
insurance coverage, the Two California Plaza Borrower is required to obtain
an endorsement to such policies, or separate policies, insuring against all
such "certified acts of terrorism" ("TERRORISM ACTS"); provided that the
Two California Plaza Borrower is not required to spend in excess of an
amount equal to 150% of the aggregate amount of all insurance premiums
payable for all insurance coverage required under the Two California Plaza
Loan with respect to the Two California Plaza Property and all other
properties owned by MPLP or its affiliates for the last policy year,
adjusted annually by the Consumer Price Index (such amount, the "TERRORISM
INSURANCE CAP") for such coverage and, in the event that the coverage is
not available at a per annum cost of the Terrorism Insurance Cap, then Two
California Plaza Borrower is required to purchase insurance covering
Terrorism Acts at the Two California Plaza in an amount equal to the
principal balance of the Two California Plaza Loan, but is not required to
maintain the full amount of such coverage if such coverage is not available
at a per annum cost of the Terrorism Insurance Cap or less, provided that
in the event that the Terrorism Insurance Cap is not sufficient to purchase
such coverage in an amount equal to the principal balance of the Two
California Plaza Loan, then the Two California Plaza Borrower shall obtain
the greatest amount of coverage obtainable at a per annum cost of the
Terrorism Insurance Cap.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - TIAA REXCORP NEW JERSEY PORTFOLIO
[THREE (3) PHOTOS OF TIAA REXCORP NEW JERSEY PORTFOLIO PROPERTIES OMITTED]
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - TIAA REXCORP NEW JERSEY PORTFOLIO
[TWO (2) MAPS INDICATING LOCATIONS OF TIAA REXCORP
NEW JERSEY PORTFOLIO PROPERTIES OMITTED]
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - TIAA REXCORP NEW JERSEY PORTFOLIO
PROPERTY INFORMATION
Number of Mortgaged Real Properties 6
Location (City/State) Various, New Jersey
Property Type Office
Size (sf) 1,041,818
Percent Leased as of February 23, 2007 88.1%
Year Built/Year Renovated 1981-2000 / 2003-2006
Appraisal Value $394,100,000
Underwritten Occupancy 92.0%
Underwritten Revenues $32,445,470
Underwritten Total Expenses $9,642,131
Underwritten Net Operating Income (NOI) $22,803,339
Underwritten In Place Cash Flow (IPCF) (1) $19,623,786
Underwritten Net Cash Flow (NCF) (2) $21,694,153
MORTGAGE LOAN INFORMATION
Originator GCFP
Cut-off Date Principal Balance $270,375,000
Cut-off Date Principal Balance PSF/Unit $259.52
Percentage of Initial Mortgage Pool Balance 3.5%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 5.661%
Original Term to Maturity (Months) 120
Original Amortization Term (Months) Interest Only
Cut-off Date LTV Ratio 68.6%
LTV Ratio at Maturity 68.6%
Underwritten DSCR on NOI 1.47x
Underwritten DSCR on IPCF (1) 1.26x
Underwritten DSCR on NCF (2) 1.39x
----------
(1) IPCF is the loan sellers underwritten NOI, adjusted for in place leases and
expenses, but giving no credit to rental growth expected to occur in future
years or upon stabilization.
(2) NCF is loan seller's NCF, assuming lease-up of the 1 Giralda Farms property
to a 90% market occupancy. There can be no assurance that the property will
ever attain or exceed the stated NCF.
o THE LOAN. The mortgage loan (the "TIAA REXCORP NEW JERSEY PORTFOLIO LOAN")
is evidenced by a single note and is secured by first mortgages encumbering
six class-A office buildings located in New Jersey and consisting of
1,034,114 sf (the "TIAA REXCORP NEW JERSEY PROPERTIES"). The TIAA RexCorp
New Jersey Portfolio Loan represents approximately 3.5% of the initial
mortgage pool balance. The TIAA RexCorp New Jersey Portfolio Loan was
originated on January 25, 2007, had an original principal balance and a
principal as of the cut-off date of $270,375,000 and has an interest rate
of 5.661% per annum. The DSCR and LTV on the TIAA RexCorp New Jersey
Portfolio Loan are 1.39x and 68.6%, respectively. The proceeds of the TIAA
RexCorp New Jersey Portfolio Loan were used by the borrower to acquire the
TIAA RexCorp New Jersey Properties along with 9 other properties for a
total portfolio acquisition price of approximately $1.14 billion.
o The TIAA RexCorp New Jersey Portfolio Loan had an initial term of 120
months, has a remaining term of 115 months and requires payments of
interest only for the entire term. The scheduled maturity date is February6, 2017. Voluntary prepayment of the TIAA RexCorp New Jersey Portfolio Loan
is prohibited prior to the payment date of November 6, 2016 and permitted
on such payment date and thereafter without penalty. Defeasance with United
States government securities or certain other obligations is permitted from
August 6, 2009 (the "TIAA REXCORP NEW JERSEY PORTFOLIO INITIAL DEFEASANCE
DATE").
o THE PROPERTIES. The TIAA RexCorp New Jersey Properties consist of six
office properties in New Jersey. The following table presents certain
information relating to the TIAA RexCorp New Jersey Properties:
ALLOCATED
PROPERTY NAME CITY STATE LOAN AMOUNT YEAR BUILT SQUARE FEET OCCUPANCY
------------------------ ----------- ---------- ------------ ---------- ----------- ---------
1 Giralda Farms Madison New Jersey $ 54,500,000 1984/2007 155,936 20.2%
3 Giralda Farms Madison New Jersey 38,375,000 1990 141,000 100.0%
7 Giralda Farms Madison New Jersey 56,000,000 2000 203,258 100.0%
101 JFK Parkway Short Hills New Jersey 48,000,000 1981/2003 197,779 100.0%
103 JFK Parkway Short Hills New Jersey 37,500,000 1981/2003 123,000 100.0%
44 Whippany Road Morristown New Jersey 36,000,000 1986 220,845 100.0%
------------ --------- -----
TOTAL / WEIGHTED AVERAGE $270,375,000 1,041,818 88.1%
1 Giralda Farms is a four-story, 155,936 sf class-A office building located
in Madison, New Jersey. Constructed in 1984 and situated on a 24.12-acre
site, the building has floorplates of approximately 39,000 sf. The property
features a granite and reflective glass facade, multi-story atrium,
underground and garage parking, and 24-hour security. Amenities include a
conference room and health and fitness center. Giralda Farms is a secure
370-acre corporate campus located within two miles of Interstate 287 and
Route 24. The campus is located on what was formerly the Geraldine
Rockefeller Dodge Estate. The property was originally constructed and
occupied by Schering Plough as a single-tenant headquarters building. The
TIAA RexCorp New Jersey Portfolio Borrowers are in the process of
completing a nearly $15 million dollar renovation of the property that
includes repair and expansion of the parking garage to provide total
parking of 4 spaces per 1,000 sf, as well as interior improvements
including the addition of a cafe, and common area renovations and security
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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upgrades to reposition the property as a multi-tenant office building.
Parking is provided at a ratio of 4.0 spaces per 1,000 sf. The property is
20.2% leased by Edwards Angell Palmer. There are currently no other tenants
at the property. A $13.3 million reserve was taken at the closing of the
TIAA RexCorp New Jersey Portfolio Loan, which is projected to be sufficient
to complete the planned renovations and pay for leasing costs.
3 Giralda Farms is a four-story, 141,000-sf class-A office building located
in Madison, New Jersey. Constructed in 1990 and situated on a 21.149-acre
site, the building has floorplates of approximately 32,000 sf. The property
features a granite and reflective glass facade, floor-to-ceiling glass
atrium lobby, underground parking and 24-hour security. Amenities include a
stainless steel gourmet cafe, health club and fitness center and a 55-seat
auditorium and teleconferencing room. The property is 100% leased by Quest
Diagnostics, which leases the building through September 2017.
7 Giralda Farms is a three-story, 203,258-sf class-A office building
located in Madison, New Jersey. Constructed in 2000 and situated on a
20-acre site, the building has floorplates of approximately 68,000 sf. The
property features a granite and reflective glass facade, two-story atrium
lobby with granite, three levels of underground parking and 24-hour
security system/card access. Amenities include a gourmet cafe. Tenants at
the property include Maersk (115,316 sf) through October 2015; Wyeth
(32,041 sf) through June 2012; Atlantic Mutual Insurance (30,769 sf)
through April 2011; and Acordia Northeast (25,132 sf), now known as Wells
Fargo Insurance Services, through January 2015.
101 JFK Parkway is a six-story, 197,779-sf class-A office building located
in Short Hills, New Jersey. Constructed in 1981 and renovated in 2003, the
building is situated on a 15-acre site that is shared with 103 JFK Parkway.
The property is located adjacent to the Hilton at Short Hills and across
from the Mall at Short Hills. The property is located approximately 15
minutes from Newark Liberty International Airport. The building has average
floorplates of approximately 34,000 sf. The 2003 renovation encompassed
both 101 JFK Parkway and 103 JFK Parkway and had an estimated cost of $7
million. The renovation/repositioning included creating new lobbies as well
as a side entrance at 101 JFK Parkway. Amenities at the property include a
cafeteria, health club and conferencing center. Both covered and surface
parking are provided. Major tenants at the property include Bollinger
(69,280 sf) through November 2016; Investors Savings Bank (53,200 sf)
through November 2019; and Franklin Mutual Advisors (30,202 sf) through
September 2020.
103 JFK Parkway is a four-story, 123,000-sf class-A office building located
in Short Hills, New Jersey, adjacent to the 101 JFK Parkway property.
Constructed in 1981 and renovated in 2003, the building has an average
floor-plate of 34,500 sf. The property is 100% occupied by Dun & Bradstreet
Corporation through September 2012.
44 Whippany Road is a three-story, 220,845-sf class-A suburban office
building located in Morristown, New Jersey. Constructed in 1986, the
average floorplate is 88,000 sf. Amenities at the property include a cafe.
Surface parking is provided. The largest tenants at the property are Marsh
& McClennan (77,165 sf) through December 2008; The CIT Group (47,304 sf)
through October 2007; Schwartz Simon Edelstein Celso (41,384 sf) through
October 2021; and One Beacon Insurance Co. (20,153 sf) through August 2010.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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The following table presents certain information relating to the major
tenants at the TIAA RexCorp New Jersey Properties:
TEN LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT
ANNUALIZED
% OF TOTAL UNDERWRITTEN
ANNUALIZED ANNUALIZED BASE RENT
CREDIT RATING TENANT % OF UNDERWRITTEN UNDERWRITTEN ($ PER LEASE
TENANT NAME (FITCH/MOODY'S/S&P)(1) NRSF NRSF BASE RENT ($) BASE RENT NRSF) EXPIRATION
---------------------------- ---------------------- --------- ----- ------------- ------------ ------------ ----------
Dun & Bradstreet Corporation A-/NR/A- 123,000 11.8% $ 4,704,750 16.9% $38.25 9/30/2012
Quest Diagnostics, Inc. NR/Baa3/BBB+ 141,000 13.5% 4,512,000 16.2% 32.00 9/30/2017
Maersk Inc. NR/NR/NR 115,316 11.1% 3,574,796 12.9% 31.00 10/31/2015
Marsh & McLennan Inc. BBB/Baa2/BBB 77,165 7.4% 2,122,037 7.6% 27.50 12/1/2008
Bollinger Inc. NR/NR/NR 69,280 6.6% 2,112,725 7.6% 30.50 11/30/2016
Investors Savings Bank NR/NR/NR 53,200 5.1% 1,558,731 5.6% 29.30 11/30/2019
--------- ----- ----------- ----- ------
TOTAL LARGEST TENANTS 578,961 55.6% $18,585,039 66.8% $32.10
Remaining Tenants 338,412 32.5% 9,225,672 33.2% 27.26
Vacant Space 124,445 11.9% 0 0.0% 0.00
--------- ----- ----------- ----- ------
TOTAL ALL TENANTS 1,041,818 100.0% $27,810,711 100.0% $30.32
----------
(1) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
The following table presents certain information relating to the lease
rollover schedule at the TIAA RexCorp New Jersey Properties:
LEASE EXPIRATION SCHEDULE(1)
% OF TOTAL ANNUALIZED
CUMULATIVE ANNUALIZED ANNUALIZED UNDERWRITTEN
YEAR ENDING % OF TOTAL OF TOTAL UNDERWRITTEN UNDERWRITTEN BASE RENT
DECEMBER 31, EXPIRING NRSF NRSF NRSF BASE RENT BASE RENT ($ PER NRSF)
------------------------ ------------- ---------- ---------- ------------ ------------ ------------
2007 47,305 4.5% 4.5% $ 977,301 3.5% $20.66
2008 101,614 9.8% 14.3% 2,739,602 9.9% 26.96
2009 4,590 0.4% 14.7% 113,603 0.4% 24.75
2010 20,153 1.9% 16.7% 473,595 1.7% 23.50
2011 30,769 3.0% 19.6% 999,993 3.6% 32.50
2012 155,041 14.9% 34.5% 5,714,042 20.5% 36.86
2013 0 0.0% 34.5% 0 0.0% 0.00
2014 15,279 1.5% 36.0% 481,289 1.7% 31.50
2015 162,559 15.6% 51.6% 4,915,460 17.7% 30.24
2016 69,280 6.6% 58.2% 2,112,725 7.6% 30.50
2017 and thereafter 310,783 29.8% 88.1% 9,283,101 33.4% 29.87
Vacant 124,445 11.9% 100.0% 0 0.0% 0.00
--------- ----- ----------- ----- ------
TOTAL / WEIGHTED AVERAGE 1,041,818 100.0% $27,810,711 100.0% $30.32
----------
(1) Calculated based on approximate square footage occupied by each tenant.
o THE BORROWER. The borrowers (collectively, the "TIAA REXCORP NEW JERSEY
BORROWERS") are five single-asset, special-purpose, bankruptcy-remote
entities, each with an independent director (there are a total of six
properties; one of the TIAA RexCorp New Jersey Borrowers owns two of the
properties). Legal counsel to each of the TIAA RexCorp New Jersey Borrowers
delivered a non-consolidation opinion in connection with the origination of
the TIAA RexCorp New Jersey Portfolio Loan. The sponsor of the TIAA RexCorp
New Jersey Borrowers is Tri-State Prime Property Venture LLC ("PRIME")
which is the guarantor under the non-recourse carveouts for the TIAA
RexCorp New Jersey Portfolio Loan. A subsidiary of Teachers Insurance and
Annuity Association - College Retirement Equities Fund ("TIAA-CREF") owns
85% of the TIAA RexCorp New Jersey Properties. TIAA-CREF is an
institutional real estate investors, with a global portfolio of direct or
indirect investment of approximately $59 billion. Headquartered in New York
City, TIAA-CREF has major offices in Charlotte and Denver as well as dozens
of smaller offices in communities nationwide. TIAA-CREF is a retirement
system, with more than $406 billion in combined assets under management (as
of December 30, 2006). RexCorp Realty LLC (an entity established by Scott
Rechler, Michael Maturo and Jason Barnett, the former executives of Reckson
Associates Realty Corp. and other senior management of Reckson Associates
Realty Corp.) and Marathon Real Estate Opportunity Fund ("MARATHON") own a
combined 7.5% of the TIAA RexCorp New Jersey Properties. Marathon is an
open-ended fund that launched in August 2004. Marathon is co-headed by Jon
Halpern and Ron Bernstein and has assets under management of approximately
$350 million. Charles Wang, the founder and retired
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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chairman of the board of CA, Inc., owns 7.5% of the TIAA RexCorp New Jersey
Properties. Mr. Wang has over $250 million of real estate holdings across
the country, but which are primarily focused on Long Island. The TIAA
RexCorp New Jersey Borrowers are affiliated with the borrower under the
mortgage loan identified on Annex C-1 to the prospectus supplement as TIAA
RexCorp Plaza, which is also an asset of the trust.
In addition to other customary equity transfer provisions (which allow,
among other things, TIAA-CREF (or entities controlled by TIAA-CREF),
Marathon (or entities controlled by Marathon) and/or any one or more of
Scott Rechler, Michael Maturo and Jason Barnett to control the TIAA RexCorp
New Jersey Borrowers), the TIAA RexCorp New Jersey Portfolio Loan documents
permit the transfer of a controlling interest (i.e., the controlling
interest held by Scott Rechler, Michael Maturo, Jason Barnett and Marathon
at closing) in the TIAA RexCorp New Jersey Borrowers provided that (a) the
transferee is (or is controlled by) an entity that meets certain
eligibility criteria set forth in the TIAA RexCorp New Jersey Portfolio
Loan documents (including having assets in excess of $1 billion and
capital/statutory surplus or shareholder's equity in excess of $500
million); (b) after any such transfer, the TIAA RexCorp New Jersey
Properties are managed by a manager that meets certain eligibility
requirements (including at least five (5) years' experience in the
management of commercial properties with similar uses as the TIAA RexCorp
New Jersey Properties in the New York metropolitan area); and (c) in the
case of a transfer to an entity unaffiliated with the TIAA RexCorp New
Jersey Borrowers, the payment of a transfer fee ($100,000 with respect to
the first such transfer and 0.25% of the then outstanding principal amount
of the TIAA RexCorp New Jersey Portfolio Loan for each subsequent
transfer), (y) payment of all legal and other out-of-pocket costs
reasonably incurred by the lender in connection with such transfer and (z)
the execution and delivery of a replacement recourse guaranty from a
pre-approved transferee or another person or entity (i) acceptable to the
lender in its reasonable discretion and (ii) receipt of a rating agency
confirmation letter.
o RELEASE OF COLLATERAL. The TIAA RexCorp New Jersey Portfolio Loan permits
the release of any one or more of the TIAA RexCorp New Jersey Properties
after the TIAA RexCorp New Jersey Portfolio Initial Defeasance Date,
subject to the satisfaction of certain conditions, including (i) the
delivery of defeasance collateral in an amount equal to (a) 105% of the
allocated loan amount for the property being released, if the allocated
loan amount for the property being released (when combined with the
allocated loan amounts of any prior properties released) is less than or
equal to $108,150,000 or (b) 115% of the allocated loan amount for the
property being released, if the property being released (when combined with
the allocated loan amounts of any prior properties released) is greater
than $108,150,000, (ii) no event of default then exists (other than an
event of default which is being cured simultaneously therewith), (iii)
that, after giving effect to such release and defeasance, the DSCR
(calculated using actual cash flow and the actual debt service constant)
for all of the remaining TIAA RexCorp New Jersey Properties is no less than
1.20x, (iv) if the date of the proposed release occurs on or after February6, 2015, after giving effect to such release and partial defeasance, the
aggregate LTV for all of the then remaining properties is not greater than
65.7% and (v) the satisfaction of certain other standard conditions as
specified in the TIAA RexCorp New Jersey Portfolio Loan documents. If the
date of a proposed release occurs on or after February 6, 2014, such
release will only be permitted in connection with a sale of such TIAA
RexCorp New Jersey Properties pursuant to an arms' length agreement with a
third-party not affiliated with any TIAA RexCorp New Jersey Borrower and in
which no TIAA RexCorp New Jersey Borrower and no affiliate of any TIAA
RexCorp New Jersey Borrower has any controlling interest or any beneficial
or economic interest in excess of 25% of the entire beneficial and economic
interests in such third-party.
o SUBSTITUTION OF COLLATERAL. Prior to August 6, 2016, the TIAA RexCorp New
Jersey Portfolio Loan permits the release of one (or two, in the case of a
simultaneous release/substitution of the 101 JFK Parkway and 103 JFK
Parkway properties only) of the TIAA RexCorp New Jersey Properties by
simultaneously substituting one (or two, in the case of a simultaneous
release/substitution of the 101 JFK Parkway and 103 JFK Parkway properties)
property, subject to the satisfaction of certain conditions set forth in
the TIAA RexCorp New Jersey Portfolio Loan documents, including, without
limitation, that (i) the TIAA RexCorp New Jersey Borrowers have paid to the
lender (A) a fee equal to the greater of (x) 0.25% of the allocated loan
amount for the TIAA RexCorp New Jersey Property(ies) being released and (y)
$50,000 and (B) all costs and expenses incurred by the lender; (ii) the
lender has received an appraisal, which is not more than 90 days old, of
the substitute property(ies) indicating an aggregate fair market value of
the substitute property(ies) that is equal to or greater than the fair
market value of the released property(ies), (iii) after giving effect to
the applicable release(s) and substitution(s), the DSCR (calculated using
actual cash flow and the actual debt service constant) for all of the
remaining TIAA RexCorp New Jersey Properties is not less than 1.20x,
provided that the TIAA RexCorp New Jersey Borrowers may
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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partially defease the TIAA RexCorp New Jersey Portfolio Loan in an amount
necessary to meet this DSCR condition simultaneously with the release(s)
and substitution(s) in question, (iv) after giving effect to the applicable
release(s) and substitution(s), the aggregate LTV for the remaining TIAA
RexCorp New Jersey Properties and the substitute property(ies) is not
greater than 80%, (v) the lender has received confirmation from each rating
agency that the substitution would not cause the downgrade, withdrawal or
qualification of any rating then assigned to any outstanding certificates,
and (vi) the weighted average of the then remaining unexpired terms of the
leases in effect at the substitute property(ies) will either (x) be equal
to or longer than the weighted average of the then remaining unexpired
terms of the leases in effect at the released property(ies), or (y) expire
no earlier than February 6, 2019. In the event that the fair market value
of the substitute property(ies) is less than the fair market value of the
released property(ies), the TIAA RexCorp New Jersey Borrowers may, in order
to satisfy the condition described in clause (ii) above, partially defease
the TIAA RexCorp New Jersey Portfolio Loan in an amount at least equal to
the difference between the fair market value of the released property(ies)
and the fair market value of the substitute property(ies) up to 30% of the
fair market value of the released property(ies)).
o ESCROWS AND RESERVES. The TIAA RexCorp New Jersey Loan provides for upfront
and ongoing reserves as follows:
Tax and Insurance Reserve: The TIAA RexCorp New Jersey Borrowers are
required to make monthly contributions into a tax and insurance reserve
account in an amount equal to one-twelfth of the amount the lender
estimates will be necessary to pay impositions, such as taxes and insurance
premiums, over the succeeding twelve months.
Capital Expense and Leasing Reserves: The TIAA RexCorp New Jersey Borrowers
will be required to make monthly contributions into a capital expenditure
and leasing reserve account if (i) the subsidiary of TIAA-CREF (or other
controlled affiliates of TIAA-CREF) described above no longer owns at least
50% of the aggregate equity interests in the TIAA RexCorp New Jersey
Borrowers and the lender has not determined that the transferee(s) of such
interests are sufficiently creditworthy, to warrant the continued
non-collection of capital expenditure and leasing reserves and (ii) the LTV
of the TIAA RexCorp New Jersey Portfolio Loan is greater than 65%.
Notwithstanding the foregoing, with respect to each of the TIAA RexCorp New
Jersey Properties, each of the required reserves for such TIAA RexCorp New
Jersey Property may be suspended if 95% of such TIAA RexCorp New Jersey
Property is leased pursuant to a "triple net" lease to a tenant that (1)
has a credit rating of at least "BBB-" by S&P (or its equivalent by Fitch
or Moody's) or such tenant (or the guarantor of any such tenant's
obligations under its lease) is otherwise creditworthy in the lender's
reasonable judgment, (2) is required to pay, and actually pays, the costs
otherwise payable from the reserves described in this paragraph and (3)
satisfies certain other conditions set forth in the TIAA RexCorp New Jersey
Portfolio Loan documents.
One Giralda Reserve: The TIAA RexCorp New Jersey Borrowers established a
$13,300,000 reserve at the closing of the TIAA RexCorp New Jersey Portfolio
Loan for payment of approved capital expenses and approved leasing costs at
the 1 Giralda property.
Letter of Credit: The TIAA RexCorp New Jersey Borrowers are also permitted
to post letters of credit in lieu of funding the real estate taxes,
insurance and ground rent reserves. Such letters of credit must be issued
by (i) JPMorgan Chase, N.A., (ii) another financial institution having long
term unsecured debt obligations rated at least "AA" by Fitch and S&P and
"Aa2" by Moody's or (iii) any other financial institution acceptable to the
lender in its reasonable discretion.
o LOCKBOX AND CASH MANAGEMENT. The TIAA RexCorp New Jersey Portfolio Loan
requires a hard lockbox, which is already in place. The TIAA RexCorp New
Jersey Portfolio Loan documents require the TIAA RexCorp New Jersey
Borrowers to direct tenants to pay their rents directly to a lender
controlled lockbox account. The TIAA RexCorp New Jersey Portfolio Loan
documents also require that all rents received by (or on behalf of) the
TIAA RexCorp New Jersey Borrowers or the property manager be deposited into
such lender-controlled lockbox account (as well as any other rents,
receipts, certain security deposits or payments related to lease
termination or default) within two business day after receipt and that
funds deposited in such lender-controlled lockbox account be swept on a
daily basis into the TIAA RexCorp New Jersey Borrowers' operating account
unless (i) a mezzanine loan permitted under the TIAA RexCorp New Jersey
Portfolio Loan documents is outstanding, in which case such amounts will be
applied through the cash management "waterfall" established under TIAA
RexCorp New Jersey Portfolio Loan or (ii) an event of default is
continuing, in which case, such amounts will either be swept into another
account controlled by lender and held as cash collateral for the TIAA
RexCorp New Jersey Portfolio Loan (which amounts lender may (but is not
required to) apply to prepay a portion of the TIAA
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - TIAA REXCORP NEW JERSEY PORTFOLIO
RexCorp New Jersey Portfolio Loan) or applied by the lender (at the
lender's option) in accordance with the above referenced cash management
"waterfall".
o PROPERTY MANAGEMENT. RexCorp Property Management LLC, an affiliate of the
TIAA RexCorp New Jersey Borrowers, is the property manager for all of the
TIAA RexCorp New Jersey Properties. The property manager receives a
management fee on the TIAA RexCorp New Jersey Properties equal to 3.0% of
gross revenues from the TIAA RexCorp New Jersey Properties. The lender may
require that the TIAA RexCorp New Jersey Borrowers terminate the property
manager following one or more of the following events: (i) an event of
default is continuing under the TIAA RexCorp New Jersey Portfolio Loan,
(ii) the property manager is in material default under the applicable
management agreement(s) beyond applicable notice and cure periods, or (iii)
upon the gross negligence, malfeasance or willful misconduct of the
property manager that results in a material adverse effect on the TIAA
RexCorp New Jersey Property(ies) in question and/or any of the TIAA RexCorp
New Jersey Borrowers.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. There is currently no mezzanine or
subordinate indebtedness related to the TIAA RexCorp New Jersey Portfolio
Loan. The TIAA RexCorp New Jersey Portfolio Loan documents permit mezzanine
financing from an entity that meets certain eligibility criteria set forth
in the TIAA RexCorp New Jersey Portfolio Loan documents or an entity
approved by the lender and the rating agencies to the holder or holders of
all of the direct and indirect ownership interests in the TIAA RexCorp New
Jersey Borrowers, provided that the mezzanine lender enters into an
intercreditor agreement with the lender and that the approved mezzanine
loan: (i) will be in an amount that when added to the TIAA RexCorp New
Jersey Portfolio Loan, will result in an aggregate LTV of the TIAA RexCorp
New Jersey Properties of no greater than 85%, (ii) will result in the TIAA
RexCorp New Jersey Properties having an aggregate DSCR of not less than
1.00x (based on actual net operating income and an assumed 7.50% debt
service constant), (iii) has a market interest rate and is otherwise on
terms and conditions reasonably acceptable to the lender and evidenced by
TIAA RexCorp New Jersey Portfolio Loan documents which have been reasonably
approved by the lender, (iv) is not secured by any collateral securing the
TIAA RexCorp New Jersey Portfolio Loan, (v) creates no obligations or
liabilities on the part of the TIAA RexCorp New Jersey Borrowers and
results in no liens on any portion of any TIAA RexCorp New Jersey Property
or any other collateral securing the TIAA RexCorp New Jersey Portfolio Loan
and (vi) either (A) has a term expiring on the February 6, 2017 if after
giving effect to such mezzanine loan, the aggregate DSCR (based on actual
net operating income and an assumed 7.50% debt service constant) of the
TIAA RexCorp New Jersey Properties is less than 1.08x or (B) has a term
expiring no earlier than February 6, 2012 if after giving effect to such
mezzanine loan, the aggregate DSCR (based on actual net operating income
and an assumed 7.50% debt service constant) of the TIAA RexCorp New Jersey
Properties is greater than or equal to 1.08x.
o TERRORISM INSURANCE. The TIAA RexCorp New Jersey Portfolio Loan documents
require the TIAA RexCorp New Jersey Borrowers to maintain terrorism
insurance in an amount equal to 100% of the replacement cost of the TIAA
RexCorp New Jersey Properties, provided such coverage is available. In the
event that coverage for terrorism is not included as part of the "all risk"
property policy, the TIAA RexCorp New Jersey Borrowers will be required to
obtain coverage for terrorism (in the form of stand alone coverage) to the
extent available, in an amount equal to 100% of the replacement cost of the
TIAA RexCorp New Jersey Properties, subject to a premium cap of $987,600,
adjusted annually by a percentage equal to the increase in the "consumer
price index".
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - 400 ATLANTIC STREET
[TWO (2) PHOTOS OF 400 ATLANTIC STREET OMITTED]
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - 400 ATLANTIC STREET
[TWO (2) MAPS INDICATING LOCATION OF 400 ATLANTIC STREET OMITTED]
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - 400 ATLANTIC STREET
PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) Stamford, Connecticut
Property Type Office
Size (sf) 527,424
Percentage Leased as of June 1, 2007 97.1%
Year Built/Year Renovated 1980/2007
Appraisal Value $335,000,000
Underwritten Occupancy 95.2%
Underwritten Revenues $28,123,611
Underwritten Total Expenses $6,962,452
Underwritten Net Operating Income (NOI) $21,161,159
Underwritten In Place Cash Flow (IPCF) (1) $20,877,889
Underwritten Net Cash Flow (NCF) (2) $20,449,442
MORTGAGE LOAN INFORMATION
Originator GCFP
Cut-off Date Principal Balance $265,000,000
Cut-off Date Principal Balance PSF/Unit $502.44
Percentage of Initial Mortgage Pool Balance 3.5%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 5.674%
Original Term to Maturity (Months) 120
Original Amortization Term (Months) Interest Only
Cut-off Date LTV Ratio 79.1%
LTV Ratio at Maturity 79.1%
Underwritten DSCR on NOI 1.38x
Underwritten DSCR on IPCF (1) 1.37x
Underwritten DSCR on NCF (2) 1.34x
----------
(1) IPCF is the loan sellers underwritten NOI, assuming today's in-place rents,
including American Express, whose lease expires September 30, 2008.
(2) NCF is loan seller's NCF, assuming rents paid by UBS commencing October 1,2008.
o THE LOAN. The mortgage loan (the "400 ATLANTIC STREET LOAN") is evidenced
by a single note and is secured by a first mortgage encumbering the class-A
office building located at 400 Atlantic Street, Stamford, Connecticut (the
"400 ATLANTIC STREET PROPERTY"). The 400 Atlantic Street Loan represents
approximately 3.5% of the initial mortgage pool balance. The 400 Atlantic
Street Loan was originated on May 18, 2007, had an original principal
balance and a principal balance as of the cut-off date of $265,000,000 and
an interest rate of 5.674%. The DSCR and LTV on the 400 Atlantic Street
Loan are 1.34x and 79.1%, respectively. The proceeds of the 400 Atlantic
Street Loan were used to refinance existing debt.
The 400 Atlantic Street Loan has an initial term of 120 months and a
remaining term of 119 months. The loan requires payments of interest-only
for the entire term. The scheduled maturity date is June 6, 2017. Voluntary
prepayment of the 400 Atlantic Street Loan is prohibited until the payment
date of March 6, 2017 and permitted thereafter without penalty. Defeasance
with United States government securities is permitted from August 6, 2009.
o THE PROPERTY. The 400 Atlantic Street Property is a 15-story, 527,424 sf
class-A office building that is located in the central business district of
Stamford, Connecticut, at the southeast corner of Atlantic Street and US
Route 1 (Tresser Boulevard). The 400 Atlantic Street Property was developed
in 1980 as the corporate headquarters for Champion Paper. Champion Paper
was acquired by International Paper in early 2000 and subsequently moved
out of all but three floors of their space. The 400 Atlantic Property is
located two blocks east of the Metro-North/Amtrak train station and one
block north of Interstate 95, with easy on/off access to the parking
garage. The 400 Atlantic Street Property is situated between the UBS AG
North American headquarters building and 201 Tresser Boulevard where UBS
has leased 250,000 sf with an option to expand further to 400,000 sf. UBS
is the largest tenant in at the 400 Atlantic Street Property. Parking is
provided in a multi-level structured garage with 908 spaces (1.72 per 1,000
sf). The 400 Atlantic Street Property's location offers tenants convenient
access to numerous nearby high-rise residential developments, shopping,
restaurants, entertainment and educational facilities.
As of June 1, 2007, the 400 Atlantic Street Property was 97.1% leased to
approximately 7 tenants. The three largest tenants in the building are UBS
AG ("UBS") (258,202 sf) through September 2018; International Paper
(132,004 sf) through December 2015 and Wiggin & Dana (36,782 sf) through
May 2011. UBS directly leases floors four and five under a lease that
commenced April 1, 1998 and floor six under a lease that commenced March 1,2007 (together, the "DIRECTLY LEASED SPACE"). UBS also sublets floors
three, eight, nine and ten from American Express (the "SUBLEASED SPACE"),
whose lease expires September 30, 2008. On February 8, 2007, UBS entered
into a binding letter agreement with the 400 Atlantic Street Borrower to
directly lease the subleased space together with the directly leased space
(the "NEW UBS LEASE"). As of the Cut-Off Date, the 400 Atlantic Street
Borrower has satisfied all conditions precedent to the effectiveness of
this letter agreement; therefore, the entire premises is treated as
operating under the new UBS lease for purposes of this disclosure. UBS
currently occupies floors four, five, eight, nine and ten and is currently
building out floors three and six. Additionally, the 400 Atlantic Street
Borrower has commenced its capital expenditure obligations required under
the new UBS lease.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - 400 ATLANTIC STREET
UBS has a right of first refusal on any space that becomes available in the
400 Atlantic Street Property and a first right offer to purchase the
building if offered for 3rd party sale or if the 400 Atlantic Street
Borrower sells more than 80% of it's interest in the 400 Atlantic Street
Property. UBS has negotiated signage rights on the building which will
compliment their headquarters located a block south and 201 Tresser
Boulevard located to the north.
The following table presents certain information relating to the major
tenants at the 400 Atlantic Street Property:
TEN LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT
% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
CREDIT RATING TENANT % OF UNDERWRITTEN UNDERWRITTEN BASE RENT LEASE
TENANT NAME (FITCH/MOODY'S/S&P)(1) NRSF NRSF BASE RENT ($) BASE RENT ($ PER NRSF) EXPIRATION
--------------------- ---------------------- ------- ----- ------------- ------------ ------------ ----------
UBS AG AA+/Aaa/AA+ 258,202 49.0% $10,586,282 48.1% 41.00 9/1/2018
International Paper BBB-/Baa3/BBB 132,004 25.0% 6,831,207 31.0% 51.75 12/1/2015
Wiggin & Dana NR/NR/NR 36,782 7.0% 1,728,754 7.9% 47.00 5/1/2011
American Express A+/A1/A+ 44,782 8.5% 1,581,626 7.2% 35.32 9/1/2014
------- ----- ----------- ----- -----
TOTAL LARGEST TENANTS 471,770 89.4% $20,727,869 94.2% 43.94
Remaining Tenants 40,234 7.6% 1,275,597 5.8% 31.70
Vacant Space 15,420 2.9% 0 0.0% 0.00
------- ----- ----------- ----- -----
TOTAL ALL TENANTS 527,424 100.0% $22,003,466 100.0% 42.98
----------
(1) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
The following table presents certain information relating to the lease
rollover schedule at the 400 Atlantic Street Property:
LEASE EXPIRATION SCHEDULE(1)
% OF TOTAL ANNUALIZED
CUMULATIVE ANNUALIZED ANNUALIZED UNDERWRITTEN
YEAR ENDING % OF TOTAL OF TOTAL UNDERWRITTEN UNDERWRITTEN BASE RENT
DECEMBER 31, EXPIRING NRSF NRSF NRSF BASE RENT ($) BASE RENT ($ PER NRSF)
------------------- ------------- ---------- ---------- ------------- ------------ ------------
2007 0 0.0% 0.0% $ 0 0.0% 0.00
2008 0 0.0% 0.0% 0 0.0% 0.00
2009 0 0.0% 0.0% 0 0.0% 0.00
2010 0 0.0% 0.0% 0 0.0% 0.00
2011 41,397 7.8% 7.8% 1,936,429 8.8% 46.78
2012 0 0.0% 7.8% 0 0.0% 0.00
2013 17,580 3.3% 11.2% 791,100 3.6% 45.00
2014 36,782 7.0% 18.2% 1,581,626 7.2% 43.00
2015 132,584 25.1% 43.3% 6,845,707 31.1% 51.63
2016 0 0.0% 43.3% 0 0.0% 0.00
2017 and thereafter 283,661 53.8% 97.1% 10,848,604 49.3% 38.24
Vacant 15,420 2.9% 100.0%
------- ----- ----------- ----- -----
TOTAL 527,424 100.0% $22,003,466 100.0% 42.98
----------
(1) Calculated based on approximate square footage occupied by each tenant.
o THE BORROWER. The borrower (the "400 ATLANTIC STREET BORROWER") is 400
Atlantic Title, LLC, a single-asset, special-purpose, bankruptcy-remote
Delaware limited liability company with two independent directors. Legal
counsel to the 400 Atlantic Street Borrower delivered a non-consolidation
opinion in connection with the origination of the 400 Atlantic Street Loan.
The 400 Atlantic Street Borrower is indirectly owned and controlled by Alan
Landis (28%) and a group of investors including David Mandelbaum (16%),
Donald Sussman (14%), Uzi Zucker (14%), and Richard Schaps (12%) and other
friends and family of Mr. Landis. The Landis Group was founded in 1967 by
Alan Landis. The Landis Group has owned, operated or developed in excess of
15 million sf of class-A space. Mr. Landis along with other members of the
sponsorship are part owners of the YankeesNets (which own the Yes Network
and parts of the New York Yankees and New Jersey Nets), and the Minnesota
Vikings organizations. Mr. Landis was a former member of the Board of
Directors of Boston Properties, Inc. Mr. Landis guaranteed the non-recourse
carveouts of the 400 Atlantic Street Loan. In connection with such
guarantee, Mr. Landis is required to maintain $40,000,000 in net worth and
$2,500,000 in liquidity.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - 400 ATLANTIC STREET
o ESCROWS. The loan documents provide for certain escrows for real estate
taxes and insurance premiums.
Tax and Insurance Reserves: The 400 Atlantic Street Borrower is required to
make monthly contributions into a tax and insurance reserve account in an
amount equal to one-twelfth of the amount the lender estimates will be
necessary to pay impositions, such as taxes and insurance premiums, over
the then succeeding twelve month period.
Capital Expense Reserve: The 400 Atlantic Street Borrower is required to
make monthly payments totaling $105,480 per year into a replacement reserve
account.
Tenant Improvement and Leasing Commissions: The 400 Atlantic Street
Borrower has deposited $6,196,120 to cover those tenant improvement costs
and leasing commissions outstanding as of the closing date of the 400
Atlantic Street Loan. The 400 Atlantic Street Borrower is also required to
make monthly contributions totaling $270,000 per year into tenant
improvements and leasing account. The 400 Atlantic Street Borrower is also
required to deposit any lease termination payments and security deposits
applied or other payments received on account of lease defaults or lease
terminations into a rollover reserve. As of June 7, 2007, $6,196,120
remained in the account.
o LOCKBOX AND CASH MANAGEMENT. The 400 Atlantic Street Loan provides for a
hard lockbox which is already in place. The loan documents also require
that any rents that are received by the 400 Atlantic Street Borrower or the
property managers be deposited within two business days of receipt into
this lender-controlled. Amounts on deposit in the lockbox account are swept
on a daily basis into the 400 Atlantic Street Borrower's operating account,
unless an event of default is continuing. A "CASH MANAGEMENT PERIOD" will
(A) commence (i) upon the occurrence of an event of default or (ii) if, as
of the end of any calendar quarter, the actual DSCR is less than 1.02x and
(B) will terminate (x) in the case of clause (i) above, when the event of
default in question has been cured (and no other event of default is then
existing) and (y) in the case of clause (ii) above, when the 400 Atlantic
Property has thereafter achieved an actual DSCR of 1.02x at the end of any
subsequent calendar quarter. During the continuance of a Cash Management
Period, all such funds in the lockbox account will be swept into a deposit
account controlled by the lender for payment of debt service, all required
escrow and reserve payments and lender-approved operating expenses at the
400 Atlantic Street Property. Any excess amounts will be swept into another
account controlled by lender and held as cash collateral for the 400
Atlantic Street Loan, which amounts lender may (but is not required to)
apply to prepay or partially defease a portion of the 400 Atlantic Street
Loan.
o PROPERTY MANAGEMENT. 400 Atlantic Management Associates Limited
Partnership, an affiliate of the 400 Atlantic Street Borrower, is the
principal property manager for the 400 Atlantic Street Property. The lender
may replace either property manager (i) if an event of default is
continuing, (ii) if the applicable manager is in material default under its
management agreement or (iii) upon the gross negligence, malfeasance or
willful misconduct of the applicable property manager. The annual
management fee is $200,000, payable in monthly installments of $16,666.67
out of property cashflow. 400 Atlantic Management Associates Limited
Partnership contracts out certain property management services to CB
Richard Ellis, Inc. pursuant to a management contract that (a) provides for
a $55,000 annual management fee payable in monthly installments of 4,583.33
and (y) is terminable by either party on 30 days' notice.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not permitted.
o TERRORISM INSURANCE. The 400 Atlantic Street Property is insured against
acts of terrorism as part of its "all-risk" property coverage. The loan
documents require the 400 Atlantic Street Borrower to maintain terrorism
insurance in an amount equal to 100% of the full replacement cost of the
400 Atlantic Street Property, provided that such coverage is available. In
the event that terrorism coverage is not included as part of the "all risk"
property policy, the 400 Atlantic Street Borrower will be required to
purchase terrorism insurance at a cost up to the Terrorism Premium Cap (as
defined below). If the insurance premiums for such policy exceed the
Terrorism Premium Cap, the lender may, at its option (1) purchase such
terrorism insurance policy, and require that the 400 Atlantic Street
Borrower pay the portion of the premiums equal to the Terrorism Premium Cap
or (2) modify the deductible amounts, policy limits and other required
policy terms to reduce the Insurance Premiums payable with respect to such
policy to the Terrorism Premium Cap. As used herein, "TERRORISM PREMIUM
CAP" means an amount which is equal to 150% of the aggregate amount
insurance premiums paid for property insurance coverage for the last policy
year in which coverage for terrorism was included as part of the "all risk"
property policy, adjusted, in certain instances, annually by a percentage
equal to the increase in the "consumer price index".
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - TWO HERALD SQUARE
[LARGE PHOTO OF TWO HERALD SQUARE OMITTED]
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - TWO HERALD SQUARE
[TWO (2) MAPS INDICATING LOCATION OF TWO HERALD SQUARE OMITTED]
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - TWO HERALD SQUARE
PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) New York, New York
Property Type Other(1)
Building NRSF 354,298
Maximum FAR (sf) 430,650
Percentage Leased as of December 11, 2006 99.3%
Year Built/Year Renovated 1909 / 2000-2005
Appraisal Value $260,000,000
Underwritten Occupancy NAP
Underwritten Revenues $14,260,048
Underwritten Total Expenses $0
Underwritten Net Operating Income (NOI)(2) $14,260,048
Underwritten Net Cash Flow (NCF)(2) $14,260,048
MORTGAGE LOAN INFORMATION
Originator GSCMC
Cut-off Date Principal Balance $191,250,000
Cut-off Date Principal Balance PSF(3) $444.10
Percentage of Initial Mortgage Pool Balance 2.5%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 5.358%
Original Term to Maturity (Months) 119
Original Amortization Term (Months) None
Cut-off Date LTV Ratio 73.6%
LTV Ratio at Maturity 73.6%
Underwritten DSCR on NOI(2) 1.37x
Underwritten DSCR on NCF(2) 1.37x
----------
(1) The mortgage loan is secured by the borrower's fee simple interest in the
land, but not the improvements.
(2) Base Revenue based on the average ground rent payments from years 11-20.
The current DSCR based on the current rent payment of $9,000,000 per annum
is 0.86x.
(3) Based on maximum floor area ratio ("FAR") of 430,650 SF.
o THE LOAN. The mortgage loan (the "TWO HERALD SQUARE LOAN") is evidenced by
a note in the original principal amount of $191,250,000 and is secured by a
first mortgage encumbering the fee interest in the property located at Two
Herald Square in New York, New York (the "TWO HERALD SQUARE PROPERTY"). The
Two Herald Square Loan was originated by Goldman Sachs Commercial Mortgage
Capital, L.P. and subsequently purchased by Goldman Sachs Mortgage Company.
The Two Herald Square Loan was originated on April 9, 2007 and represents
approximately 2.5% of the initial mortgage pool balance. The note
evidencing the Two Herald Square Loan had an original principal balance and
has a principal balance as of the cut-off date of $191,250,000 and an
interest rate of 5.358%. The proceeds of the Two Herald Square Loan were
used to acquire the Two Herald Square Property.
The Two Herald Square Loan had an initial term of 119 months and has a
remaining term of 117 months. The Two Herald Square Loan requires payments
of interest only until maturity. The scheduled maturity date is the payment
date in April 2017. Voluntary prepayment of the Two Herald Square Loan is
prohibited until the payment date in January 2017. Defeasance with United
States government securities or certain other obligations backed by the
full faith and credit of the United States of America is permitted at
anytime after the second anniversary of the securitization closing date.
o THE PROPERTY. The Two Herald Square Property is comprised of the fee
interest in the land under an 11 story plus penthouse building and an
underground parking garage, 354,298 SF, office and retail building located
in Manhattan. The building is situated on the southern border of the Times
Square South submarket to the immediate north of the Penn Station
submarket. Built in 1909, the building underwent major renovation and
upgrades between 2000 and 2005.
The fee interest is indirectly owned by SL Green Realty Corp. and Gramercy
Capital Corp. through a 55%/45% joint venture. The borrowers are the
lessors under a ground lease of the Two Herald Square Property, which has a
70-year TERM with no extension options, and Sitt 2 Herald LLC is the lessee
under such ground lease. The base rent payable by the lessee under the
ground lease is $750,000 per month for the first five years of the term and
increases by 25% in year six, then increases annually by 2.5% every year
thereafter to $1,324,662.96/month in the 20th year of the lease. After the
20th year of the lease, base rent will be adjusted on the first day of each
of the 21st, 31st, 41st, 51st and 61st lease years of the term, to the
greater of 1.025 times the preceding year's rent, or 5% of the fair market
value. The percentage rent payable under the ground lease is 10% of the
amount by which annual adjusted operating revenue exceeds $25,000,000.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - TWO HERALD SQUARE
The following table presents certain information relating to the major
tenants at the Two Herald Square Property:
FIVE LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT
% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
CREDIT RATING TENANT % OF UNDERWRITTEN UNDERWRITTEN BASE RENT LEASE
TENANT NAME (FITCH/MOODY'S/S&P)(1) NRSF NRSF BASE RENT ($) BASE RENT ($ PER NRSF) EXPIRATION
-------------------- ---------------------- ------- ----- ------------- ------------ ------------ ----------
H&M Hennes & Mauritz NR/NR/NR 71,000 20.0% $ 7,332,630 33.6% $103.28 1/31/2016
Publicis NR/Baa2/BBB+ 119,502 33.7% 5,575,982 25.5% 46.66 8/31/2016
Victoria's Secret NR/Baa2/BBB 27,550 7.8% 4,597,727 21.0% 166.89 3/31/2017
Mercy College NR/NR/NR 55,000 15.5% 2,530,000 11.6% 46.00 5/31/2022
Central Parking NR/NR/NR 29,610 8.4% 575,026 2.6% 19.42 12/31/2007
------- ----- ----------- ----- -------
FIVE LARGEST TENANTS 302,662 85.4% $20,611,365 94.3% $ 68.10
Remaining Tenants 49,234 13.9% 1,243,737 5.7% 25.26
Vacant 2,402 0.7% 0 0.0% 0.00
------- ----- ----------- ----- -------
TOTAL ALL TENANTS 354,298 100.0% $21,855,102 100.0% $ 62.19
----------
(1) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
o THE BORROWERS. The borrowers are GKK 2 Herald LLC and SLG 2 Herald LLC,
both single-purpose, single-asset entities, as tenants in common. Legal
counsel to the borrowers delivered a non-consolidation opinion in
connection with the origination of the Two Herald Square Loan. Upon
completion of the like-kind exchange described below, GKK 2 Herald LLC will
be indirectly owned by Gramercy Capital Corp., a national commercial real
estate investment trust, and SLG 2 Herald LLC will be indirectly owned by
SL Green Realty Corp., the owner and operator of a portfolio of commercial
office buildings in New York City.
o ESCROWS. During the continuance of a Two Herald Square Trigger Period, the
loan documents require the reserve of monthly escrows for real estate taxes
and insurance with all excess cash reserved as additional collateral for
the Two Herald Square Loan. A "TWO HERALD SQUARE TRIGGER PERIOD" means (i)
any period during the continuance of an event of default under the ground
lease, and (ii) any period during which the ground lease is no longer in
effect. In the place of an interest reserve, SL Green Operating
Partnership, L.P., an affiliate of SL Green Realty Corp. has provided a
$3,821,116.20 letter of credit and Gramercy Capital Corp. has provided a
$3,126,367.80 letter of credit, in each case, in respect of interest
shortfalls. Over the term of the Two Herald Square Loan, the borrowers have
the right to reduce the aggregate amount of the letters of credit to the
amount that would then be in the interest reserve required by the loan
documents had such reserve been held in cash.
o LOCKBOX AND CASH MANAGEMENT. The Two Herald Square Loan requires a hard
lockbox, which is already in place. The loan documents require the
borrowers to direct the lessee under the ground lease to pay its rent
directly to a lender-controlled lockbox account. At the end of each
business day, provided that there is no event of default under the Two
Herald Square Loan and no Two Herald Square Trigger Period is ongoing, all
funds in the lockbox account in excess of the interest due on the next
payment date will be remitted to an account specified by the borrowers.
During the existence of a Two Herald Square Trigger Period, funds in the
lockbox account will be applied to pay the monthly debt service and any
required reserves under the loan documents, and, unless an event of default
under the Two Herald Square Loan has occurred and is continuing, any excess
will be remitted to the borrowers. During the continuance of an event of
default under the Two Herald Square Loan, the lender may apply any funds in
the lockbox account to the obligations of the borrowers under the Two
Herald Square Loan in such order of priority as the lender may determine.
o PROPERTY MANAGEMENT. The Two Herald Square Property is currently managed by
S.L. Green Management Corp., an affiliate of one of the borrowers, pursuant
to a management agreement. Under the management agreement, the borrowers
pay a management fee in the amount of $100,455.60 per year. The lender may
require the borrowers to replace the property manager if an event of
default under the Two Herald Square Loan has occurred or as a result of the
gross negligence, fraud or willful misconduct of the property manager.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - TWO HERALD SQUARE
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. Except in connection with the
like-kind exchange described below, there is currently no subordinate
indebtedness that is secured by more than 45% of the direct or indirect
interests in the borrowers. The loan documents permit (A) a pledge at any
time or from time to time of all or any portion of the direct or indirect
interest in GKK 2 Herald LLC, provided that the pledged interest does not
constitute in the aggregate more than 45% of the direct or indirect equity
interests in Borrower, to secure a loan in an amount not to exceed
$50,000,000 that is originated by (or, contemporaneously with its closing,
assigned to) Gramercy Capital Corp. or one of its affiliates and is at all
times held by Gramercy Capital Corp. or one of its affiliates (which entity
may (1) assign all or any portion of such loan in connection with a CDO
that is managed by Gramercy Capital Corp. or one of its affiliates and/or
(2) pledge all or any portion of such loan as collateral for a repurchase
or similar financing facility provided to such entity by Wachovia Bank,
National Association, Goldman Sachs Group, Inc., or any other Qualified
Equityholder, and in either case the holder thereof may exercise remedies
thereunder, provided the pledged interests are at all times held by
Qualified Equityholders or such CDO), and (B) any transfer of such equity
interests to a Qualified Equityholder pursuant to the exercise of remedies
by the holder of such pledged interests).
o 1031 EXCHANGE. The Two Herald Square Property is currently the subject of a
like-kind exchange under Section 1031 of the Internal Revenue Code pursuant
to a transaction that qualifies within the "safe harbor" of the revenue
procedures relating to such exchanges. The equity interests in both
borrowers are indirectly wholly owned by CDECRE, Inc., an affiliate of
Chicago Deferred Exchange Corporation, pursuant to exchange accommodation
agreements with the sponsors. These equity interests are expected to be
transferred to Gramercy Capital Corp. and SL Green Realty Corp. no later
than October 5, 2007 in connection with the completion of the exchange.
o TERRORISM INSURANCE. The loan documents require that the "all risk"
insurance policies required to be maintained by the borrowers provide
coverage for terrorism in an amount equal to the full replacement cost of
the Two Herald Square Property. In addition, the borrowers are required to
maintain business interruption insurance covering a period of not less than
18 months from the occurrence of a casualty, plus an extended period of
indemnity for 12 months after restoration. The borrowers must maintain such
terrorism coverage if the Terrorism Risk Insurance Act of 2002 ("TRIA") or
a similar statute is in effect. If at any time TRIA or a similar statute is
not in effect and terrorism coverage is commercially available, the
borrowers are required to maintain such coverage, but are not required to
pay a premium of more than more than one and a half times the premium for
the-then current property insurance premium payable with respect to the Two
Herald Square Property (less the portion of such premium that is allocable
to terrorism insurance coverage). The borrowers are permitted to maintain
such terrorism coverage through a blanket policy.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - TIAA REXCORP PLAZA
[LARGE PHOTO OF TIAA REXCORP PLAZA OMITTED]
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - TIAA REXCORP PLAZA
[TWO MAPS INDICATING LOCATION OF TIAA REXCORP OMITTED]
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - TIAA REXCORP PLAZA
PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) Uniondale, New York
Property Type Office
Size (sf) 1,063,950
Percent Leased as of February 23, 2007 92.1%
Year Built/Year Renovated 1985 / 1996
Appraisal Value $270,000,000
Underwritten Occupancy 92.1%
Underwritten Revenues $36,370,754
Underwritten Total Expenses $22,187,025
Underwritten Net Operating Income (NOI) $14,183,729
Underwritten In Place Cash Flow (IPCF) (1) $11,587,306
Underwritten Net Cash Flow (NCF) (2) $13,119,779
MORTGAGE LOAN INFORMATION
Originator GCFP
Cut-off Date Principal Balance $187,250,000
Cut-off Date Principal Balance PSF/Unit $176.00
Percentage of Initial Mortgage Pool Balance 2.4%
Number of Mortgage Loans 1
Type of Security Leasehold
Mortgage Rate 5.731%
Original Term to Maturity (Months) 120
Original Amortization Term (Months) Interest Only
Cut-off Date LTV Ratio 69.4%
LTV Ratio at Maturity 69.4%
Underwritten DSCR on NOI 1.30x
Underwritten DSCR on IPCF (1) 1.06x
Underwritten DSCR on NCF (2) 1.21x
----------
(1) IPCF is the loan sellers underwritten NOI, adjusted for in place leases and
expenses, but giving no credit to rental growth expected to occur in future
years or upon stabilization.
(2) NCF is loan seller's NCF, giving credit to rental growth to market levels
that is projected to happen in future years based on cash flow models
prepared with Argus or other software. There can be no assurance that the
property will ever attain or exceed the stated NCF.
o THE LOAN. The mortgage loan (the "TIAA REXCORP PLAZA LOAN") is evidenced by
a single note and is secured by a first mortgage encumbering a class-A
office building located in Uniondale, New York (the "TIAA REXCORP PLAZA
PROPERTY"). The TIAA RexCorp Plaza Loan represents approximately 2.4% of
the initial mortgage pool balance. The TIAA RexCorp Plaza Loan was
originated on January 25, 2007, had an original principal balance and a
principal as of the cut-off date of $187,250,000 and an interest rate of
5.731% per annum. The DSCR and LTV on the TIAA RexCorp Plaza Loan are 1.21x
and 69.4%, respectively. The proceeds of the TIAA RexCorp Plaza Loan were
used by the borrower to acquire the TIAA RexCorp Plaza Property along with
15 other properties for a total portfolio acquisition price of
approximately $1.14 billion.
The TIAA RexCorp Plaza Loan had an initial term of 120 months, has a
remaining term of 115 months and requires payments of interest only for the
entire term. The scheduled maturity date is February 6, 2017. Voluntary
prepayment of the TIAA RexCorp Plaza Loan is prohibited prior to the
payment date of November 6, 2016 and permitted on such payment date and
thereafter without penalty. Defeasance with United States government
securities is permitted from August 6, 2009 (the "TIAA REXCORP PLAZA
INITIAL DEFEASANCE DATE").
o THE PROPERTY. The TIAA RexCorp Plaza Property, commonly known as RexCorp
Plaza, consists of two, connected, class-A, 15-story elliptical office
buildings with a total of 1,063,950 sf. The property fronts Glen Curtis
Boulevard and has easy access to Hempstead-Bethpage Turnpike. Constructed
in 1985 and renovated in 1996, the buildings have typical floorplates of
about 31,500 sf. On-site amenities include a Winter Garden in the atrium
lobby, concierge, retail stores, retail banking, a full-service cafeteria
and outdoor ice skating rink. 4,300 parking spaces are provided through a
combination of a garage and in surface lots. The building is occupied by a
variety of tenants, the largest of which, Citibank, occupies 19.9% of the
TIAA RexCorp Plaza Property. No other tenant occupies more than 8.9% of the
space.
The property is located on a 36.4111-acre site that is leased from the
County of Nassau. The full site consists of three parcels; two of the
parcels, with a total of 28.2384 acres, are developed with the TIAA RexCorp
Plaza Property. The third parcel, consisting of 8.1727 acres, is
undeveloped and has been subleased to RexCorp Plaza Land SPE LLC, an entity
owned by the RexCorp principals, Marathon Real Estate Opportunity Fund
("MARATHON") and Charles Wang. The third parcel is not part of the
collateral for the TIAA RexCorp. Plaza Loan.
o GROUND LEASE. The TIAA RexCorp Property is located on a 36.4111-acre site
that is leased from the County of Nassau under a ground lease that
commenced in 1984 and has a fully-extended expiration date of October 28,
2080. The current ground rent payment is $728,222 ($20,000 per acre),
increasing to $819,249.75 per annum ($22,500 per acre) on May 1, 2009 for
the remainder of the initial term and extension options.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - TIAA REXCORP PLAZA
The following table presents certain information relating to the major
tenants at the TIAA RexCorp Plaza Property:
TEN LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT
% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
CREDIT RATING TENANT % OF UNDERWRITTEN UNDERWRITTEN BASE RENT LEASE
TENANT NAME (FITCH/MOODY'S/S&P)(1) NRSF NRSF BASE RENT ($) BASE RENT ($ PER NRSF) EXPIRATION
----------------------- ---------------------- --------- ------ ------------- ------------ -------------- ----------
Citibank NA. AA+/Aaa/AA+ 211,853 19.9% $ 4,521,388 15.9% $21.34 12/1/2010
Dreyfus Service Corp. NR/NR/NR 94,679 8.9% 2,913,749 10.2% 30.78 3/1/2014
Del Laboratories Inc., NR/B1/B- 88,603 8.3% 2,537,325 8.9% 28.64 12/1/2014
Rivkin Radler & Kremer NR/NR/NR 79,125 7.4% 2,294,625 8.1% 29.00 6/1/2008
Washington Mutual A/A2/A- 63,130 5.9% 2,100,070 7.4% 33.27 4/30/2012
Ruskin Moscou & Faltisc NR/NR/NR 49,920 4.7% 1,625,538 5.7% 32.56 12/1/2016
--------- ----- ----------- ----- ------
TOTAL LARGEST TENANTS 587,310 55.2% $15,992,695 56.1% $27.23
Remaining Tenants 393,094 36.9% 12,503,888 43.9% 31.81
Vacant Space 83,546 7.9% 0 0.0% 0.00
--------- ----- ----------- ----- ------
TOTAL ALL TENANTS 1,063,950 100.0% $28,496,583 100.0% $29.07
----------
(1) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
LEASE EXPIRATION SCHEDULE(1)
% OF TOTAL ANNUALIZED
CUMULATIVE ANNUALIZED ANNUALIZED UNDERWRITTEN
YEAR ENDING % OF TOTAL OF TOTAL UNDERWRITTEN UNDERWRITTEN BASE RENT
DECEMBER 31, EXPIRING NRSF NRSF NRSF BASE RENT ($) BASE RENT ($ PER NRSF)
------------------- ------------- ---------- ---------- ------------- ------------ ------------
2007 26,244 2.5% 2.5% $ 912,622 3.2% $34.77
2008 117,005 11.0% 13.5% 2,974,766 10.4% 25.42
2009 12,768 1.2% 14.7% 477,511 1.7% 37.40
2010 214,653 20.2% 34.8% 4,613,400 16.2% 21.49
2011 54,388 5.1% 40.0% 1,859,093 6.5% 34.18
2012 100,017 9.4% 49.4% 3,331,923 11.7% 33.31
2013 35,362 3.3% 52.7% 1,184,399 4.2% 33.49
2014 246,829 23.2% 75.9% 7,586,740 26.6% 30.74
2015 36,218 3.4% 79.3% 1,218,274 4.3% 33.64
2016 117,482 11.0% 90.3% 3,721,416 13.1% 31.68
2017 and thereafter 19,438 1.8% 92.1% 616,439 2.2% 31.71
Vacant 83,546 7.9% 100.0% 0 0.0% 0.00
--------- ----- ----------- ----- ------
TOTAL 1,063,950 100.0% $28,496,583 100.0% $29.07
----------
(1) Calculated based on approximate square footage occupied by each tenant.
o THE BORROWER. The borrower ("TIAA REXCORP PLAZA BORROWER") is a
single-asset, special-purpose, bankruptcy-remote entity with an independent
director. Legal counsel to the TIAA RexCorp Plaza Borrower delivered a
non-consolidation opinion in connection with the origination of the TIAA
RexCorp Plaza Loan. The sponsor of the TIAA RexCorp Plaza Borrower is
Tri-State Prime Property Venture LLC ("PRIME") which is the guarantor under
the non-recourse carveouts for the TIAA RexCorp Plaza Loan. A subsidiary of
Teachers Insurance and Annuity Association - College Retirement Equities
Fund ("TIAA-CREF") owns 85% of the TIAA RexCorp Plaza Property. TIAA-CREF
is one of the largest institutional real estate investors in the nation,
with a global portfolio of direct or indirect investment of approximately
$59 billion. Headquartered in New York City, TIAA-CREF has major offices in
Charlotte and Denver as well as dozens of smaller offices in communities
nationwide. TIAA-CREF is one of the world's largest retirement systems,
with more than $406 billion in combined assets under management (as of
December 30, 2006). RexCorp Realty LLC (an entity established by Scott
Rechler, Michael Maturo and Jason Barnett, the former executives of Reckson
Associates Realty Corp. and other senior management of Reckson Associates
Realty Corp.) and Marathon own a combined 7.5% of the TIAA RexCorp Plaza
Property. Marathon is an open-ended fund that launched in August 2004.
Marathon is co-headed by Jon Halpern and Ron Bernstein and has assets under
management of approximately $350 million. Charles Wang, the founder and
retired chairman of the board of CA, Inc., owns 7.5% of the TIAA RexCorp
Plaza Property. Mr. Wang has over $250 million of real estate holdings
across the country, but which are primarily focused on Long Island. The
TIAA RexCorp Plaza Borrower is affiliated with the borrowers under the
mortgage loan identified on Annex C-1 to the prospectus supplement as TIAA
RexCorp New Jersey Portfolio, which is also an asset of the trust.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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In addition to other customary equity transfer provisions (which allow,
among other things, TIAA-CREF (or entities controlled by TIAA-CREF),
Marathon (or entities controlled by Marathon) and/or any one or more of
Scott Rechler, Michael Maturo and Jason Barnett to control the TIAA RexCorp
Plaza Borrower), the TIAA RexCorp Plaza Loan documents permit the transfer
of a controlling interest (i.e., the controlling interest held by Scott
Rechler, Michael Maturo, Jason Barnett and Marathon at closing) in the TIAA
RexCorp Plaza Borrower provided that (a) the transferee is (or is
controlled by) an entity that meets certain eligibility criteria set forth
in the TIAA RexCorp Plaza Loan documents (including having assets in excess
of $1 billion and capital/statutory surplus or shareholder's equity in
excess of $500 million); (b) after any such transfer, the TIAA RexCorp
Plaza Property is managed by a manager that meets certain eligibility
requirements (including at least five (5) years' experience in the
management of commercial properties with similar uses as the TIAA RexCorp
Plaza Property in the New York metropolitan area); and (c) in the case of a
transfer to an entity unaffiliated with the TIAA RexCorp Plaza Borrower,
the payment of a transfer fee ($100,000 with respect to the first such
transfer and 0.25% of the then outstanding principal amount of the TIAA
RexCorp Plaza Loan for each subsequent transfer), (y) payment of all legal
and other out-of-pocket costs reasonably incurred by the lender in
connection with such transfer and (z) the execution and delivery of a
replacement recourse guaranty from a pre-approved transferee or another
person or entity (i) acceptable to the lender in its reasonable discretion
and (ii) receipt of a rating agency confirmation letter.
o ESCROWS AND RESERVES. The TIAA RexCorp Plaza Loan provides for upfront and
ongoing reserves as follows:
Tax and Insurance Reserve: The TIAA RexCorp Plaza Borrower is required to
make monthly contributions into a tax and insurance reserve account in an
amount equal to one-twelfth of the amount the lender estimates will be
necessary to pay impositions, such as taxes and insurance premiums, over
the succeeding twelve months.
Ground Rent Reserve: The TIAA RexCorp Plaza Borrower is required to make
monthly contributions into a ground rent reserve account in an amount equal
to one-twelfth of the amount the lender estimates will be necessary to pay
ground rent payments over the succeeding twelve months.
Capital Expense and Leasing Reserves: The TIAA RexCorp Plaza Borrower will
be required to make monthly contributions into a capital expenditure and
leasing reserve account if (i) the subsidiary of TIAA-CREF (or other
controlled affiliates of TIAA-CREF) described above no longer owns at least
50% of the aggregate equity interests in the TIAA RexCorp Plaza Borrower
and the lender has not determined that the transferee(s) of such interests
are sufficiently creditworthy, to warrant the continued non-collection of
capital expenditure and leasing reserves and (ii) the LTV of the TIAA
RexCorp Plaza Loan is greater than 65%.
Letter of Credit: The TIAA RexCorp Plaza Borrower is also permitted to post
letters of credit in lieu of funding the real estate taxes, insurance and
ground rent reserves. Such letters of credit must be issued by (i) JPMorgan
Chase, N.A., (ii) another financial institution having long term unsecured
debt obligations rated at least "AA" by Fitch and S&P and "Aa2" by Moody's
or (iii) any other financial institution acceptable to the lender in its
reasonable discretion.
o LOCKBOX AND CASH MANAGEMENT. The TIAA RexCorp Plaza Loan requires a hard
lockbox, which is already in place. The TIAA RexCorp Plaza Loan documents
require the TIAA RexCorp Plaza Borrower to direct tenants to pay their
rents directly to a lender controlled lockbox account. The TIAA RexCorp
Plaza Loan documents also require that all rents received by (or on behalf
of) the TIAA RexCorp Plaza Borrower or the property manager be deposited
into such lender-controlled lockbox account (as well as any other rents,
receipts, certain security deposits or payments related to lease
termination or default) within two business day after receipt and that
funds deposited in such lender-controlled lockbox account be swept on a
daily basis into the TIAA RexCorp Plaza Borrower's operating account unless
(i) a mezzanine loan permitted under the TIAA RexCorp Plaza Loan documents
is outstanding, in which case such amounts will be applied through the cash
management "waterfall" established under TIAA RexCorp Plaza Loan or (ii) an
event of default is continuing, in which case, such amounts will either be
swept into another account controlled by lender and held as cash collateral
for the TIAA RexCorp Plaza Loan (which amounts lender may (but is not
required to) apply to prepay a portion of the TIAA RexCorp Plaza Loan) or
applied by the lender (at the lender's option) in accordance with the above
referenced cash management "waterfall".
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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o PROPERTY MANAGEMENT. RexCorp Property Management LLC, an affiliate of the
TIAA RexCorp Plaza Borrower, is the property manager for the TIAA RexCorp
Plaza Property. The property manager receives a management fee on the TIAA
RexCorp Plaza Property equal to 3.0% of gross revenues from the TIAA
RexCorp Plaza Property. The lender may require that the TIAA RexCorp Plaza
Borrower terminate the property manager following one or more of the
following events: (i) an event of default is continuing under the TIAA
RexCorp Plaza Loan, (ii) the property manager is in material default under
the applicable management agreement(s) beyond applicable notice and cure
periods, or (iii) upon the gross negligence, malfeasance or willful
misconduct of the property manager that results in a material adverse
effect on the TIAA RexCorp Plaza Property or the TIAA RexCorp Plaza
Borrower.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. There is currently no mezzanine or
subordinate indebtedness related to the TIAA RexCorp Plaza Property. The
TIAA RexCorp Plaza Loan documents permit mezzanine financing from an entity
that meets certain eligibility criteria set forth in the TIAA RexCorp Plaza
Loan documents or an entity approved by the lender and the rating agencies
to the holder or holders of all of the direct and indirect ownership
interests in the TIAA RexCorp Plaza Borrower, provided that the mezzanine
lender enters into an intercreditor agreement with lender and that the
approved mezzanine loan: (i) will be in an amount that when added to the
TIAA RexCorp Plaza Loan, will result in an aggregate LTV of the TIAA
RexCorp Plaza Property of no greater than 85%, (ii) will result in the TIAA
RexCorp Plaza Property having an aggregate DSCR of not less than 1.00x
(based on actual net operating income and an assumed 7.50% debt service
constant), (iii) has a market interest rate and is otherwise on terms and
conditions reasonably acceptable to the lender and evidenced by TIAA
RexCorp Plaza Loan documents which have been reasonably approved by the
lender, (iv) is not secured by any collateral securing the TIAA RexCorp
Plaza Loan, (v) creates no obligations or liabilities on the part of the
TIAA RexCorp Plaza Borrower and results in no liens on any portion of any
TIAA RexCorp Plaza Property or any other collateral securing the TIAA
RexCorp Plaza Loan and (vi) either (A) has a term expiring on the February6, 2017 if after giving effect to such mezzanine loan, the aggregate DSCR
(based on actual net operating income and an assumed 7.50% debt service
constant) of the TIAA RexCorp Plaza Property is less than 1.08x or (B) has
a term expiring no earlier than February 6, 2012 if after giving effect to
such mezzanine loan, the aggregate DSCR (based on actual net operating
income and an assumed 7.50% debt service constant) of the TIAA RexCorp
Plaza Property is greater than or equal to 1.08x.
o TERRORISM INSURANCE. The TIAA RexCorp Plaza Loan documents require the TIAA
RexCorp Plaza Borrower to maintain terrorism insurance in an amount equal
to 100% of the replacement cost of the TIAA RexCorp Plaza Property,
provided such coverage is available. In the event that coverage for
terrorism is not included as part of the "all risk" property policy, the
TIAA RexCorp Plaza Borrower will be required to obtain coverage for
terrorism (in the form of stand alone coverage) to the extent available, in
an amount equal to 100% of the replacement cost of the TIAA RexCorp Plaza
Property, subject to a premium cap of $648,000, adjusted annually by a
percentage equal to the increase in the "consumer price index".
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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[SIX (6) PHOTOS OF INTOWN SUITES PORTFOLIO PROPERTIES OMITTED]
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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[MAP AND KEY INDICATING LOCATIONS OF INTOWN SUITES
PORTFOLIO PROPERTIES OMITTED]
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - INTOWN SUITES PORTFOLIO
PROPERTY INFORMATION
Number of Mortgaged Real Properties 35
Location (City/State) Various
Property Type Hospitality
Size (rooms) 4,539
Percentage Leased as of December 31, 2006 84.0%
Year Built/Year Renovated 1988-2001/2003-2007
Appraisal Value $231,500,000
Underwritten Occupancy 86.0%
Underwritten Revenues $42,853,482
Underwritten Total Expenses $21,343,474
Underwritten Net Operating Income (NOI) $21,510,008
Underwritten Net Cash Flow (NCF) (1) $19,367,334
MORTGAGE LOAN INFORMATION
Originator GCFP
Cut-off Date Principal Balance $186,000,000
Cut-off Date Principal Balance PSF/Room $40,978
Percentage of Initial Mortgage Pool Balance 2.4%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 5.747%
Original Term to Maturity (Months) 120
Original Amortization Term (Months) 60 IO; 360 thereafter
Cut-off Date LTV Ratio 80.3%
LTV Ratio at Maturity 74.9%
Underwritten DSCR on NOI 1.65x
Underwritten DSCR on NCF (1) 1.49x
----------
(1) With the exception of eight properties acquired in 2006, NCF is based on
TTM results as of YE2006 for occupancy, other revenues, expenses and the
sponsor's budgeted 2007 AWR (average weekly rate). NCF for the eight newly
acquired properties is fully based on sponsor's 2007 budgeted results.
o NCF is loan seller's NCF, giving credit to rental growth to market levels
that is projected to happen in future years based on cash flow models
prepared with Argus or other software. There can THE LOAN. The mortgage
loan (the "INTOWN SUITES PORTFOLIO LOAN") is evidenced by a single note and
is secured by first mortgages encumbering 35 economy extended-stay hotels
located in 13 states across the southeast and midwest United States (the
"INTOWN SUITES PORTFOLIO PROPERTIES"). The InTown Suites Portfolio Loan
represents approximately 2.4% of the initial mortgage pool balance. The
InTown Suites Portfolio Loan is expected to be originated on or about June13, 2007 and have has an original principal balance and a principal balance
as of the cut off date of $186,000,000, and an interest rate of 5.747%. The
DSCR and LTV on the InTown Suites Portfolio Loan are 1.49x and 80.3%,
respectively. The subject acquisition was part of the larger acquisition of
InTown Suites Management Inc., the entire InTown Suites operating company
consisting of 125 properties and all associated management infrastructure.
Including reserves, escrows and closing costs, the acquisition of InTown
Suites Management Inc. totals approximately $770 million requiring over
$160 million of equity.
The InTown Suites Portfolio Loan has an initial term of 120 months and a
remaining term of 120 months. The loan is interest-only for the first 60
months and amortizes on a 30-year schedule thereafter. The scheduled
maturity date is August 6, 2017. Voluntary prepayment of the InTown Suites
Portfolio Loan is prohibited prior to the payment date of July 6, 2017 and
permitted on such payment date and thereafter without a penalty. Defeasance
with United States government securities or certain other obligations is
permitted from August 6, 2009. Additionally, after the August 6, 2009, the
borrower is permitted to prepay the InTown Suites Portfolio Loan with the
payment of yield maintenance.
o THE PROPERTIES. The InTown Suites Portfolio Properties consist of
thirty-five economy extended-stay hotel properties, located across 13
states, totaling 4,539 suites. The InTown Suites Portfolio Properties were
constructed between 1988 and 2001 and most have undergone renovations
between 2003 and 2007. The InTown Suites brand consists of 125 properties,
with a total of 16,068 suites. All 125 properties are controlled by the
sponsors of the InTown Suites Portfolio Borrowers and there are no
franchisees of the InTown Suites brand. InTown Suites properties are rented
rooms by the week only, with no nightly room rentals available and thus are
able to operate more efficiently than hotels selling rooms nightly. Average
stays at InTown Suites properties have historically lasted between 5 and 7
weeks and are longer than other categories of extended-stay hotels. The
InTown Suites properties are typically located in high traffic commercial
areas on either surface roads or major thoroughfares - strategically
located to target growing metropolitan areas and areas that are home to
high growth industries.
The extended-stay market caters to corporate customers who require housing
during periods of relocation, training or temporary assignment. These
patrons desire accommodations proximate to their job location that provide
amenities typical of an apartment unit, specifically kitchen facilities. In
most markets, job training constitutes the largest generator of such
demand.
The InTown Suites Portfolio Properties are wood frame construction and are
typically two or three stories with a combination of exterior and interior
corridors. The average suite size at the InTown Suites Portfolio Properties
ranges from 250 to 300 sf and typical amenities include full kitchens, a
full-size refrigerator, a dining/work area, free cable TV and free
high-speed wireless internet, a guest laundry facility, weekly
housekeeping, free parking as well as free fax service and local calls.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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InTown Suites Portfolio Properties were acquired as part of the acquisition
of the entire InTown Suites hotel company through the acquisition of the
outstanding shares of InTown Suites Management, Inc. Prior to the sponsor's
acquisition of the company, InTown Suites was a wholly owned subsidiary of
a private equity fund whose general partner is Lazard Freres Real Estate
Investors LLC.
o OPERATING LEASE. Pursuant to an operating lease structure, each of the
InTown Suites Portfolio Borrowers, as lessors, entered into an operating
lease (the "OPERATING LEASE") with IT Tenant RBS, LLC as lessee (the
"OPERATING TENANT"). The Operating Tenant executed a Subordination and
Security Agreement pursuant to which (i) the Operating Tenant granted to
lender a security interest in all property of the Operating Tenant pursuant
to the Operating Lease and (ii) lender is entitled to terminate the
Operating Lease upon the exercise of remedies under the loan documents or
if the Operating Tenant becomes insolvent or a debtor in a bankruptcy
proceeding.
o PROPERTY RELEASES. The InTown Suites Portfolio Loan documents permit the
release of any or all of the InTown Suites Portfolio Properties after the
Release Date, and in connection with a bona fide third party sale or
refinance of such property, subject to the satisfaction of certain
conditions, including: (i) a partial prepayment or defeasing of a portion
of the principal equal to the Release Amount of InTown Suites Portfolio
Property (defined as (x) until such time that the LTV as defined in the
loan documents is 65% or greater, 120% of the allocated loan amount for
such property, and (y) from and after the date that the LTV is reduced to
less than 65%, 110% of the allocated loan amount for such property); (ii)
after giving effect to such release, the underwritten DSCR for all of the
InTown Suites Portfolio Properties will be not less than the greater of (1)
the closing date underwritten DSCR and (2) the lesser of (A) the
underwritten DSCR immediately preceding to such release or (B) 1.50:1.00
with respect to any release occurring on or before July 6, 2014, or
1.65:1.00 with respect to any release thereafter; (iii) no event of default
then exists under the loan documents and (iv) other standard conditions.
o ESCROWS. The InTown Suites Portfolio Loan documents provide for certain
escrows including real estate taxes and insurance premiums.
Tax and Insurance Reserve: The InTown Suites Portfolio Borrower is required
to make monthly contributions into a tax and insurance reserve account in
an amount equal to one-twelfth of the amount the lender estimates will be
necessary to pay impositions, such as taxes and insurance premiums, over
the then succeeding twelve month period.
FF&E Reserve: The InTown Suites Portfolio Borrower is required to make
monthly contributions equal to one-twelfth of 5% of the annual operating
income into an FF&E reserve. At closing, the InTown Suites Portfolio
Borrower deposited $1,500,000 to the FF&E reserve.
o LOCKBOX AND CASH MANAGEMENT. The loan requires a hard lockbox, which is
already in place. The loan documents require the InTown Suites Portfolio
Borrowers and the Operating Tenant to direct credit card receipts directly
to lender-controlled accounts, and that all rents received by the InTown
Suites Portfolio Borrower or the property manager be deposited into the
lender controlled account (as well as any other rents, receipts, security
deposits or payments related to lease termination or default) within one
business day of receipt. All funds in these accounts are automatically
swept into a central lender-controlled account. Unless a "CASH MANAGEMENT
PERIOD" (triggered by an event of default under the loan documents or if
the DSCR falls below 1.10x) is in effect, on each regularly scheduled
payment date, any amounts in the lender-controlled account, after payment
of debt service and required reserves, is disbursed to the InTown Suites
Portfolio Borrowers or the Operating Tenant. During a Cash Management
Period, all remaining cash (after payment of debt service, reserves and
approved operating expenses) is required to be deposited into a cash
collateral account which may be applied to prepay the debt upon an event of
default under the InTown Suites Portfolio Loan.
o PROPERTY MANAGEMENT. There is no property management agreement in effect
for the InTown Suites Portfolio Properties. Under the Operating Lease, the
Operating Tenant is responsible for day-to-day management of the InTown
Suites Portfolio Properties. The lender may require the borrowers to
appoint a property manager if (i) an event of default is continuing, (ii)
there is an event of default under the Operating Lease with respect to the
provisions pertaining to the operation of the properties or under any
management agreement (if any), (iii) upon the gross negligence, malfeasance
or willful misconduct of the Operating Tenant or any property manager (if
any) or, (iv) if the DSCR falls below 1.10x.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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o MEZZANINE OR SUBORDINATE INDEBTEDNESS. There is currently no mezzanine or
subordinate indebtedness related to the InTown Suites Portfolio Properties.
The loan documents permit the holder(s) of direct or indirect interests in
the InTown Suites Portfolio Borrowers to obtain mezzanine financing from an
approved institutional mezzanine loan lender and pledge their ownership
interests to such mezzanine lender, provided that (i) the mezzanine lender
enters into an intercreditor agreement with lender, (ii) the borrower
delivers a letter from each rating agency rating the 2007-GG10 certificates
that entering into the mezzanine loan will not cause the downgrade or
qualification of any of the ratings on the certificates, (iii) the
mezzanine loan will be in an amount that when added to the then outstanding
principal balance of the InTown Suites Portfolio Loan will result in a
combined LTV percentage of no more than 80%, (iv) the mezzanine loan will
be coterminous with the InTown Suites Portfolio Loan, and (v) is otherwise
on terms and conditions reasonably acceptable to lender and evidenced by
loan documents which have been reasonably approved by lender.
o TERRORISM INSURANCE. The loan documents require the borrower to maintain
terrorism insurance in an amount equal to 100% of the replacement cost of
the InTown Suites Portfolio Properties, provided that such coverage is
available. In the event that coverage for terrorism is not included as part
of the "all risk" property policy, the InTown Suites Portfolio Borrowers
will, nevertheless be required to obtain coverage for terrorism (as stand
alone coverage) to the extent available, in an amount equal to 100% of the
replacement cost of the InTown Suites Portfolio Properties, plus rental
loss an/or business interruption coverage, provided that such coverage is
available.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - 550 SOUTH HOPE STREET
[LARGE PHOTO OF 550 SOUTH HOPE STREET OMITTED]
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - 550 SOUTH HOPE STREET
[TWO (2) MAPS INDICATING LOCATION OF 550 SOUTH HOPE STREET OMITTED]
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - 550 SOUTH HOPE STREET
PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) Los Angeles, California
Property Type Office
Size (sf) 566,434
Percentage Leased as of March 27, 2007 89.3%
Year Built 1991
Appraisal Value $235,000,000
Underwritten Occupancy 90.4%
Underwritten Revenues $19,849,897
Underwritten Total Expenses $7,479,064
Underwritten Net Operating Income (NOI) $12,370,833
Underwritten In Place Cash Flow (IPCF) (1) $9,408,028
Underwritten Net Cash Flow (NCF) (2) $11,889,516
MORTGAGE LOAN INFORMATION
Originator GCFP
Cut-off Date Principal Balance $165,000,000
Cut-off Date Principal Balance PSF/Unit $291.30
Percentage of Initial Mortgage Pool Balance 2.2%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 5.535%
Original Term to Maturity (Months) 120
Original Amortization Term (Months) Interest Only
Cut-off Date LTV Ratio 70.2%
LTV Ratio at Maturity 70.2%
Underwritten DSCR on NOI 1.33x
Underwritten DSCR on IPCF (1) 1.01x
Underwritten DSCR on NCF (2) 1.28x
----------
(1) IPCF is the loan sellers underwritten NOI, adjusted for in place leases and
expenses, but giving no credit to rental growth expected to occur in future
years or upon stabilization.
(2) NCF is loan seller's NCF, giving credit to rental growth to market levels
that is projected to happen in future years based on cash flow models
prepared with Argus or other software. There can be no assurance that the
property will ever attain or exceed the stated NCF.
o THE LOAN. The mortgage loan (the "550 SOUTH HOPE STREET TRUST LOAN") is
evidenced by a single note and is secured by a first priority mortgage
encumbering the class-A office building located at 550 South Hope Street,
Los Angeles, California (the "550 SOUTH HOPE STREET PROPERTY"). The 550
South Hope Street Trust Loan represents approximately 2.2% of the initial
mortgage pool balance. The 550 South Hope Street Trust Loan was originated
on April 24, 2007, has an original principal balance and a principal
balance as of the cut-off date of $165,000,000, and an interest rate of
5.535%. The DSCR and LTV on the 550 South Hope Street Trust Loan are 1.28x
and 70.2%, respectively. The proceeds of the 550 South Hope Street Loan
were used by the borrower to acquire the 550 South Hope Street Property
along with 24 other properties for a total portfolio acquisition price of
approximately $2.875 billion.
The 550 South Hope Street Trust Loan is the senior portion of a whole
mortgage loan with an original principal balance of $200,000,000. The
companion loan to the 550 South Hope Street Trust Loan is evidenced by a
separate note with an original principal balance and a principal balance as
of the cut-off date of $35,000,000 (the "550 SOUTH HOPE STREET SUBORDINATE
COMPANION LOAN") and an interest rate of 6.31031429% per annum. The 550
South Hope Street Subordinate Companion Loan is not an asset of the trust.
The 550 South Hope Street Trust Loan and the 550 South Hope Street
Subordinate Companion Loan (collectively, the "550 SOUTH HOPE STREET LOAN")
are governed by a co-lender agreement, as described in the prospectus
supplement under "Description of the Mortgage Pool--The Whole Loans". The
DSCR and LTV of the 550 South Hope Street Loan are 1.03x and 85.1%,
respectively.
The 550 South Hope Street Trust Loan has an initial term of 120 months and
a remaining term of 118 months. The 550 South Hope Street Trust Loan is
interest-only for the entire term. The scheduled maturity date is May 6,2017. Voluntary prepayment of the 550 South Hope Street Loan is permitted
at any time. Prepayments made prior to February 6, 2017 must be accompanied
with the payment of yield maintenance, and may be made without penalty
thereafter. Defeasance with United States government securities or certain
other obligations is also permitted from August 6, 2009.
o THE PROPERTY. The 550 South Hope Street Property is a 566,235-sf, 28-story
class-A office building and a six-level subterranean parking garage. The
550 South Hope Street Property is located in the downtown submarket of Los
Angeles' central business district. Built in 1991, the asset is one of the
most recent office developments in the downtown market and was built as a
joint venture development between Koll Company and Obayashi Corp. The 550
South Hope Street Property has 538,147 sf of office space, 28,088 sf of
retail and 552 parking spaces.
As of March 27, 2007, the 550 South Hope Street Property was 89.3% leased
to approximately 45 tenants. The three largest tenants in the building are
Howrey Simon Arnold & White (100,498 sf) through September 2017, DLA Piper
Rudnick Gray Cary (48,791 sf) through June 2018, and California Bank &
Trust (37,551 sf) through April 2014. Howrey Simon Arnold & White has
approximately 540 attorneys throughout the US and maintains its third
largest office at the 550 South Hope Street Property. DLA Piper Rudnick is
one of the 25 largest law firms in the country according to the Internet
Legal Research Group. According to the the annual report of its parent,
Zions Bancorporation, filed on Form 10-K with
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - 550 SOUTH HOPE STREET
the United States Securities and Exchange Commission on March 31, 2007, as
of December 31, 2006, California Bank & Trust had over $10 billion in
assets and over 90 branches throughout the State of California.
The following table presents certain information relating to the major
tenants at the 550 South Hope Street Property:
TEN LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT
ANNUALIZED
% OF TOTAL UNDERWRITTEN
ANNUALIZED ANNUALIZED BASE RENT
CREDIT RATING TENANT % OF UNDERWRITTEN UNDERWRITTEN ($ PER LEASE
TENANT NAME (FITCH/MOODY'S/S&P)(1) NRSF NRSF BASE RENT ($) BASE RENT NRSF) EXPIRATION
----------------------- ---------------------- ------- ----- ------------- ------------ ------------ -----------
Howrey Simon Arnold NR/NR/NR 100,498 17.7% $1,870,284 22.7% $18.61 9/30/2017
DLA Piper Rudnick NR/NR/NR 48,791 8.6% 758,760 9.2% 15.55 6/30/2018
California Bank & Trust A-/A1/NR 37,551 6.6% 525,720 6.4% 14.00 4/30/2014
WM Keck Foundation NR/NR/NR 21,746 3.8% 391,428 4.8% 18.00 11/30/2014
Her Majesty The Queen 21,273 3.8% 348,877 4.2% 16.40 11/30/2010
General RE Service 21,273 3.8% 329,732 4.0% 15.50 12/14/2011
------- ----- ---------- ----- ------
TOTAL LARGEST TENANTS 251,132 44.3% $4,224,800 51.4% $16.82
Remaining Tenants 254,777 45.0% 3,996,979 48.6% 15.69
Vacant Space 60,525 10.7% 0 0.0% 0.00
------- ----- ---------- ----- ------
TOTAL ALL TENANTS 566,434 100.0% $8,221,779 100.0% $16.25
----------
(1) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
The following table presents certain information relating to the lease
rollover schedule at the 550 South Hope Street Property:
LEASE EXPIRATION SCHEDULE(1)
% OF TOTAL ANNUALIZED
CUMULATIVE ANNUALIZED ANNUALIZED UNDERWRITTEN
YEAR ENDING % OF TOTAL OF TOTAL UNDERWRITTEN UNDERWRITTEN BASE RENT
DECEMBER 31, EXPIRING NRSF NRSF NRSF BASE RENT BASE RENT ($ PER NRSF)
--------------- ------------- ---------- ---------- ------------ ------------ -------------
2007 7,044 1.2% 1.2% $ 101,952 1.2% $14.47
2008 44,109 7.8% 9.0% 652,108 7.9% 14.78
2009 70,998 12.5% 21.6% 1,088,466 13.2% 15.33
2010 62,560 11.0% 32.6% 1,028,106 12.5% 16.43
2011 47,184 8.3% 40.9% 765,950 9.3% 16.23
2012 45,082 8.0% 48.9% 715,017 8.7% 15.86
2013 6,239 1.1% 50.0% 101,197 1.2% 16.22
2014 59,297 10.5% 60.5% 917,148 11.2% 15.47
2015 14,107 2.5% 63.0% 222,793 2.7% 15.79
2016 0 0.0% 63.0% 0 0.0% 0.00
2017 Thereafter 149,289 26.4% 89.3% 2,629,044 32.0% 17.61
Vacant 60,525 10.7% 100.0%
------- ----- ---------- ----- ------
TOTAL 566,434 100.0% $8,221,779 100.0% $16.25
----------
(1) Calculated based on approximate square footage occupied by each tenant.
o THE BORROWER. The borrower (the "550 SOUTH HOPE STREET BORROWER") is
Maguire Properties-550 South Hope, LLC, a single asset, special purpose,
bankruptcy remote Delaware limited liability company with two independent
directors. Legal counsel to the 550 South Hope Street Borrower delivered a
non consolidation opinion in connection with the origination of the 550
South Hope Street Loan. The sponsor of the 550 South Hope Street Borrower
is Maguire Properties, Inc., ("MPI") a publicly traded REIT with a market
capitalization of $1.6 billion as of May 16, 2007. Robert F. Maguire III,
the largest shareholder, chairman of the board and Co-Chief Executive
Officer of MPI, is an experienced real estate investor. In 1965, Robert F.
Maguire III founded MPI's predecessor, Maguire Partners, to own, manage,
develop and acquire office properties in the Southern California market.
Over its 42-year history, Maguire Partners established a successful record
of developing class-A buildings. MPI is one of the largest commercial real
estate developers and owners headquartered on the West Coast and one of the
nation's largest developers of class-A quality office and mixed use
properties. The company specializes in large, architecturally significant
projects, and has developed a number of significant projects in Los Angeles
County, including US Bank Tower, Gas Company Tower, and KPMG Tower. MPI's
subsidiary, Maguire Properties, L.P. ("MPLP"), guaranteed the non-recourse
carveouts of the 550 South
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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Hope Street Loan. The 550 South Hope Street Borrower is affiliated with the
borrowers under the mortgage loans identified on Annex C-1 to the
prospectus supplement as Two California Plaza, Wells Fargo Tower, Maguire
Anaheim Portfolio, Lincoln Town Center, and 3800 Chapman, which are also
assets of the trust and are located in the Los Angeles and Orange County
MSA's. As of June 7, 2007, MPI's aggregate ownership of downtown commercial
real estate was 8,210,898 sf or 36.4% of the downtown class-A market.
o ESCROWS. The loan documents provide for certain escrows including real
estate taxes and insurance premiums.
Tax and Insurance Reserve: The 550 South Hope Street Borrower is required
to make monthly contributions into a tax and insurance reserve account in
an amount equal to one-twelfth of the amount the lender estimates will be
necessary to pay impositions, such as taxes and insurance premiums, over
the then succeeding twelve month period.
Capital Expense Reserve: The 550 South Hope Street Borrower is required to
make monthly contributions into a capital expenditure reserve account in an
amount equal to $9,430.
Leasing Reserve: The 550 South Hope Street Borrower made an initial deposit
of $4,070,000 ($7.19 psf) into a leasing reserve account. In addition,
commencing on June 6, 2009, the 550 South Hope Street Borrower is required
to make monthly contributions into the leasing reserve in an amount
initially equal to $47,148 ($1.08 psf / year). As of June 7, 2007,
$4,073,345 remained in the account.
Debt Service Reserve: The 550 South Hope Street Borrower made a deposit of
$4,500,000 into a debt service reserve to cover potential shortfalls in the
amount of revenue from the 550 South Hope Street Property available to pay
the monthly interest payments required under the 550 South Hope Street
Loan. Any funds remaining on deposit in the debt service reserve will be
released to the 550 South Hope Street Borrower when the lender has
determined that the 550 South Hope Street Property has achieved an actual
DSCR of at least 1.10x for two consecutive calendar quarters. As of June 7,2007, $4,503,698 remained in the account.
o LOCKBOX AND CASH MANAGEMENT. The 550 South Hope Street Loan requires a hard
lockbox, which is already in place. The 550 South Hope Street Loan
documents require the 550 South Hope Street Borrower to direct tenants to
pay their rents directly to a lender controlled account and that all rents
received by the 550 South Hope Street Borrower or the property manager be
deposited into the lender controlled account (as well as any other rents,
receipts, security deposits or payments related to lease termination or
default) within one business day of receipt. Amounts on deposit in the
lockbox account are swept on a daily basis into the 550 South Hope Street
Borrower's operating account unless an event of default is continuing or,
commencing on December 31, 2009, the actual DSCR is less than 1.05x (a
"DSCR CASH MANAGEMENT PERIOD"). During a DSCR Cash Management Period,
amounts in the lender-controlled account will be swept into another account
controlled by lender and applied to the payment of monthly interest
payments, operating expenses and any required reserves under the 550 South
Hope Street Loan documents and any excess cash will be held by the lender.
In the event that a DSCR Cash Management Period is continuing, the 550
South Hope Street Borrower has the right to post a letter of credit in an
amount equal to the portion of the then-outstanding principal of the 550
South Hope Street Loan such that the actual DSCR of at least 1.05x would be
maintained on the loan after repayment of the amount of such letter of
credit. If an event of default is continuing or during a DSCR Cash
Management Period, amounts in the lender-controlled account will be swept
into another account controlled by lender and applied to pay the monthly
interest payments, operating expenses and any required reserves under the
550 South Hope Street Loan documents. At any time during the continuance of
an event of default, lender may apply any sums then held pursuant to the
550 South Hope Street Loan documents to the payment of the debt with the
applicable yield maintenance premium. Additionally, if a DSCR Cash
Management Period is continuing for two consecutive calendar quarters,
lender may use the monies in the cash collateral account to prepay the 550
South Hope Street Loan with the applicable yield maintenance premium.
o PROPERTY MANAGEMENT. MPLP, an affiliate of the 550 South Hope Street
Borrower, is the property manager for the 550 South Hope Street Loan. The
lender may cause the 550 South Hope Street Borrower to replace the property
manager with a manager approved by the lender, subject to the consent of
the rating agencies, if (i) an event of default occurs and is not cured,
(ii) a bankruptcy of MPLP occurs, (iii) the maturity date has occurred and
the 550 South Hope Street Loan is not repaid, (iv) the property manager's
gross negligence, malfeasance or willful misconduct or (v) the manager
defaults under the property management agreement beyond any applicable
notice or cure period. Thereafter, the 550 South Hope Street
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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Borrower may not enter into any agreement relating to the management of the
550 South Hope Street Property with any party without the express written
consent of lender and, if required, the rating agencies. The management fee
is equal to 3.0% of all rent and other income collected from tenants at the
550 South Hope Street Property. Leasing commissions are payable separately
based on a fixed schedule. MPLP contracts out certain services to an
affiliated subcontractor pursuant to a services subcontract that is
terminable by either party on 30 days' notice.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. There is currently no mezzanine or
subordinate indebtedness related to the 550 South Hope Street Property. The
550 South Hope Street Loan documents permit MPI, MPLP or any entity holding
any direct or indirect interests in MPI or MPLP, to pledge their indirect
ownership interests in the 550 South Hope Street Borrower (but not the
foreclosure thereon) to any permitted institutional transferee providing a
corporate line of credit or other financing to MPI, MPLP or any entity
holding any direct or indirect interests in MPI or MPLP, provided that the
indirect interests in the 550 South Hope Street Borrower that are pledged
as collateral comprise no more than 33% of the total value of the
collateral for such line of credit or other financing, and provided that
(i) no default has occurred and remains uncured and (ii) lender has
received payment of, or reimbursement for, all costs and expenses incurred
by lender in connection with such pledges (including, but not limited to,
reasonable attorneys' fees and costs and expenses of the rating agencies).
o TERRORISM INSURANCE. The 550 South Hope Street Loan documents require the
550 South Hope Street Borrower to maintain terrorism insurance. The 550
South Hope Street Property has terrorism coverage as part of its sponsor's
blanket "all-risk" property coverage. The 550 South Hope Street Borrower is
not required to spend in excess of an amount equal to 150% of the aggregate
amount of all insurance premiums payable for all insurance coverage
required under the 550 South Hope Street Loan with respect to the 550 South
Hope Street Property and all other properties owned by MPLP or its
affiliates for the last policy year adjusted annually by the Consumer Price
Index (such amount, the "TERRORISM INSURANCE CAP") for such coverage and,
in the event that the coverage is not available at a per annum cost of the
Terrorism Insurance Cap, then 550 South Hope Street Borrower is required to
purchase insurance covering "certified acts of terrorism" at the 550 South
Hope Street in an amount equal to the principal balance of the 550 South
Hope Street Loan, but is not required to maintain the full amount of such
coverage if such coverage is not available at a per annum cost of the
Terrorism Insurance Cap or less, provided that in the event that the
Terrorism Insurance Cap is not sufficient to purchase such coverage in an
amount equal to the principal balance of the 550 South Hope Street Loan,
then the 550 South Hope Street Borrower will obtain the greatest amount of
coverage obtainable at a per annum cost of the Terrorism Insurance Cap.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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[LARGE PHOTO OF HARBOR POINT APARTMENTS OMITTED]
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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[TWO (2) MAPS INDICATING LOCATION OF HARBOR POINT APARTMENTS OMITTED]
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - HARBOR POINT APARTMENTS
PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) Boston, Massachusetts
Property Type Multifamily
Size (units) 1,283
Percent Leased as of March 21, 2007 95.3%
Year Built/Year Renovated 1950 / 2006
Appraisal Value $206,000,000
Underwritten Occupancy 96.6%
Underwritten Revenues $26,143,725
Underwritten Total Expenses $13,060,094
Underwritten Net Operating Income (NOI) $13,083,631
Underwritten In Place Cash Flow (IPCF) (1) $11,341,307
Underwritten Net Cash Flow (NCF) (2) $13,083,630
MORTGAGE LOAN INFORMATION
Originator GCFP
Cut-off Date Principal Balance $160,500,000
Cut-off Date Principal Balance PSF/Unit $125,097
Percentage of Initial Mortgage Pool Balance 2.1%
Number of Mortgage Loans 1
Type of Security Leasehold
Mortgage Rate 6.544%
Original Term to Maturity (Months) 120
Original Amortization Term (Months) 36 IO; 480 thereafter
Cut-off Date LTV Ratio 77.9%
LTV Ratio at Maturity 75.0%
Underwritten DSCR on NOI 1.15x
Underwritten DSCR on IPCF (1) 1.00x
Underwritten DSCR on NCF (2) 1.15x
----------
(1) IPCF is the loan sellers underwritten NOI, adjusted for in place leases and
expenses, but giving no credit to rental growth expected to occur in future
years or upon stabilization.
(2) NCF is loan seller's NCF, giving credit to rental growth to market levels
that is projected to happen in future years based on cash flow models
prepared with Argus or other software. There can be no assurance that the
property will ever attain or exceed the stated NCF.
o THE LOAN. The mortgage loan (the "HARBOR POINT APARTMENTS LOAN") is
evidenced by a single note and is secured by a first mortgage encumbering a
1,283-unit apartment complex located in Boston, Massachusetts (the "HARBOR
POINT APARTMENTS PROPERTY"). The Harbor Point Apartments Loan represents
approximately 2.1% of the initial mortgage pool balance. The Harbor Point
Apartments Loan was originated on June 8, 2007, had an original principal
balance and a principal balance as of the cut-off date of $160,500,000 and
an interest rate of 6.544% per annum. The DSCR and LTV on the Harbor Point
Apartments Loan are 1.15x and 77.9%, respectively. The proceeds of the
Harbor Point Apartments Loan were used by the borrower to refinance
existing debt, pay certain expenses and fund reserves under the Harbor
Point Apartments Loan.
The Harbor Point Apartments Loan had an initial term of 120 months and has
a remaining term of 120 months. The Harbor Point Apartments Loan is
interest-only for the first 36 months and amortizes on a 40-year schedule
thereafter. The scheduled maturity date is July 6, 2017. Voluntary
prepayment of the Harbor Point Apartments Loan is prohibited prior to the
payment date of April 6, 2017 and permitted thereafter without penalty.
Defeasance with United States government securities or certain other
obligations is permitted from August 6, 2009.
o THE PROPERTY. The Harbor Point Apartments Property contains a total of
1,283 residential units within 53 residential buildings situated in a
community-style setting. The Harbor Point Apartments Property also includes
three community buildings and four commercial retail units totaling 21,900
square feet. Originally designed as a public-housing project, completed in
1954, Harbor Point Apartments Property was completely redeveloped during
1986 to 1990 for a total cost in excess of $250 million. The redevelopment
followed the "New Urbanism" design theory with a lower density mixture of
mid-rise brick apartment buildings and clapboard-sided, 3-story, attached
townhouse clusters which, unlike the original development, are situated to
provide views of the surrounding bay and downtown Boston. Parking for the
residents is provided in two, two-level garages or via on-street parking.
The current unit mix consists of 883 market rate units and 400 subsidized
units. The Harbor Point Apartments Property was one of the first federal
housing projects in the United States to be transferred to and controlled
by a private developer for redevelopment and operation as mixed-income
housing.
The following table shows the unit mix at the Harbor Point Apartments
Property:
% OF
UNIT TYPE MARKET RATE SUBSIDIZED TOTAL UNITS
------------- ----------- ---------- ----- -----
One Bedroom 309 57 366 28.5%
Two Bedroom 530 128 658 51.3%
Three Bedroom 42 141 183 14.3%
Four Bedroom 2 58 60 4.7%
Five Bedroom 0 12 12 0.9%
Six Bedroom 0 4 4 0.3%
--- --- ---- -----
TOTAL 883 400 1283 100.0%
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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The amenities at the Harbor Point Apartments Property include free parking,
on-site recreational facilities, on-site laundry facilities and shuttle
service to nearby public transit. A health club, business center, clubhouse
and daycare center are located in stand alone buildings, separate from the
residential units. The recreation facilities include two swimming pools and
multiple tennis and basketball courts. The Harbor Point Apartments Property
also benefits from extensive landscaping as well as expansive parks and
green space, which account for over 20 acres of the 45 acre site.
The Harbor Point Apartments Property is located on Columbia Point Peninsula
which is also home to several large institutions, including the Boston
campus of the University of Massachusetts, the Boston Globe, the John F.
Kennedy Library, and Boston College High School. Additionally, the Bayside
Expo Center is located west of the Harbor Point Apartments Property, as
well as the full-service Doubletree - Boston Bayside hotel which is an
asset of the GG10 trust fund. The Harbor Point Apartments Property is
conveniently located approximately 3 miles south of downtown Boston, with
easy access to a nearby commuter train stop (Red Line).
Ground Lease. The Harbor Point Apartments Property is subject to a 99 year
ground lease at $1 per year from the Boston Housing Authority, which owns
the fee interest. The term of the ground lease expires on November 26,
2085. In the event that the Subordinate Loans (as defined under
"--Mezzanine or Subordinate Indebtedness" below) have been paid in full,
the ground rent shall also include certain incentive payments to the ground
lessor out of excess property cash flow. A covenant within the ground lease
requires Corcoran, Mullins, Jennison, Inc. ("CMJ") to maintain 400
subsidized housing units at the property (350 of those units are subsidized
by the Department of Housing and Urban Development's Housing Assistance
Program under a contract which expires in 2019; 50 units are subsidized by
the Boston Housing Authority under an annually renewable contract). The
ground lease generally contains standard mortgagee protection provisions.
o THE BORROWER. The borrower ("HARBOR POINT APARTMENTS BORROWER") Harbor
Point Apartments Company Limited Partnership is a single-asset,
special-purpose, bankruptcy-remote Massachusetts limited partnership with
an independent director. Legal counsel to the Harbor Point Apartments
Borrower delivered a non-consolidation opinion in connection with the
origination of the Harbor Point Apartments Loan. The sponsor of the Harbor
Point Apartments Borrower is CMJ. CMJ, Keen Development Corporation and
Cruz Columbia Point, Inc. provided a recourse carveout guaranty for the
Harbor Point Apartments Loan. In addition, the principals of CMJ, Joseph E.
Corcoran, Gary Jennison and Joseph R. Mullins, provided a joint and several
limited recourse carveout guaranty for the Harbor Point Apartments Loan
(the "INDIVIDUALS RECOURSE GUARANTY"), which provides recourse for certain
fraudulent acts, non-permitted transfer and bankruptcy events. The
aggregate liability of the guarantors under the Individuals Recourse
Guaranty is capped at $7 million.
CMJ is an affiliate of Corcoran Jennison Companies, Inc. ("CJC"), which is
a Boston-based, multifaceted real estate development, management, and
ownership company. Founded in 1971, the company has successfully developed
over $2.6 billion worth of commercial, residential and hotel & resort
properties. CJC currently controls and manages over 23,000 units of
residential housing, over 1.2 million square feet of commercial space,
1,000 hospitality units, and over 300,000 square feet of exhibition space.
The properties under management are located in 15 states, and the estimated
value of assets under management/control is approximately $2 billion.
o ESCROWS AND RESERVES. The Harbor Point Apartments Loan provides for upfront
and ongoing reserves as follows:
Tax and Insurance Reserve: The Harbor Point Apartments Borrower is required
to make monthly contributions into a tax and insurance reserve account in
an amount equal to one-twelfth of the amount the lender estimates will be
necessary to pay impositions, such as taxes and insurance premiums, over
the succeeding twelve months.
Deferred Maintenance Reserve: At closing, the Harbor Point Apartments
Borrower deposited $3,145,000 into a deferred maintenance reserve for the
payment of short term or immediate required repairs at the Harbor Point
Apartments Property. Upon completion of all such short term and immediate
repairs, any excess funds shall be transferred to the Capital Expense
Reserve described below.
Capital Expense Reserves: At closing, the Harbor Point Apartments Borrower
deposited $12,027,972 into a capital expenditure reserve for the payment of
approved capital expenses at the Harbor Points Apartment Property. Whenever
the amount of funds on deposit in this reserve is less than $1,925,000, the
Harbor Point Apartments Borrower is required to replenish the reserve from
excess cash flow. In addition, on or before May 1 of the first five years
of the loan term the
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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Harbor Points Apartment Borrower is required to deposit into this reserve
an amount equal to the excess cash flow for the preceding calendar year
(i.e., the partial year 2007 (from June 1, 2007 through December 31, 2007)
and the 12-month period ending December 31 of each of 2008, 2009, 2010 and
2011, respectively). During the remainder of the loan term, excess cash
shall be deposited in this reserve as and to the extent required by MHFA
(as defined under "--Mezzanine or Subordinate Indebtedness" below) pursuant
to the Subordinate Loan documents.
Debt Service Reserve Account: At closing, $2,863,925 was funded into this
reserve for potential debt service shortfalls during the Harbor Point
Apartments Loan term.
o LOCKBOX AND CASH MANAGEMENT. The Harbor Point Apartments Loan requires a
soft lockbox, which is already in place. The Harbor Point Apartments Loan
documents require the Harbor Point Apartments Borrower to direct manager to
deposit all rents received at the Harbor Point Property into a lender
controlled lockbox account. The Harbor Point Apartments Loan documents also
require that all rents received by (or on behalf of) the Harbor Point
Apartments Borrower or the property manager be deposited into such
lender-controlled lockbox account (as well as any other rents, receipts,
certain security deposits or payments related to lease termination or
default) within one business day after receipt and that funds deposited in
such lender-controlled lockbox account be swept on a daily basis into the
Harbor Point Apartments Borrower's operating account unless a cash
management period is continuing. A cash management period (i) will commence
on January 1, 2012 (the "HARBOR POINT APARTMENTS SUBDEBT CASH MANAGEMENT
DATE") and continues for the remainder of the Harbor Point Apartments Loan
term or (ii) during the continuance of an event of default. From and after
the Harbor Point Apartments Subdebt Cash Management Date (provided no event
of default is continuing), excess cash (after payment of debt service and
reserve payments required under the Harbor Point Apartments Loan and
approved operating expenses for the Harbor Point Apartments Property) will
be deposited into the subordinate deposit account established by MHFA for
the most senior of the Subordinate Loans.
o PROPERTY MANAGEMENT. CMJ Management Company, an affiliate of the Harbor
Point Apartments Borrower, is the property manager for the Harbor Point
Apartments Property. The property manager receives a management fee on the
Harbor Point Apartments Property equal to the lesser of (i) 3.5% of gross
revenues from the Harbor Point Apartments Property or (ii) the maximum
allowable by the Department of Housing and Urban Development (HUD). The
lender may require that the Harbor Point Apartments Borrower terminate the
property manager following one or more of the following events: (i) an
event of default is continuing under the Harbor Point Apartments Loan, (ii)
the property manager is in material default under the applicable management
agreement(s) beyond applicable notice and cure periods, (iii) upon the
gross negligence, malfeasance or willful misconduct of the property manager
or (iv) at any time after the Harbor Point Apartments Subdebt Cash
Management Date, receipt by lender of a notice from MHFA stating that, due
to the material misappropriation or fraud on the part of Borrower or
Manager, rents were not deposited into the lender controlled lockbox
account (resulting in a reduced amount of excess cash deposited in the
subordinate deposit account of MHFA). With respect to a required
termination of manager pursuant to the foregoing clause (iv), lender may
require such termination without inquiry into the accuracy or validity of
such MHFA notice and the replacement manager may not be an affiliate of
Harbor Points Apartment Borrower unless expressly approved by lender, MHFA
and the rating agencies.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. The Harbor Point Apartments Borrower
has incurred subordinate mortgage debt in the aggregate outstanding
balance, as of the closing date of the Harbor Point Apartments Loan, of
$157,060,000 (collectively, the "SUBORDINATE LOANS"), which Subordinate
Loans are secured by subordinate mortgages encumbering the Harbor Point
Apartments Property. The holders of the Subordinate Loans are the following
various local municipalities, (i) Massachusetts Housing Finance Agency
("MHFA"), a body politic and corporate organized pursuant to Massachusetts
General Laws, Chapter 708 of the Laws of 1966, as amended, (ii) the Boston
Redevelopment Authority ("BRA") and (iii) the Boston Housing Authority
("BHA"). All of the holders of the Subordinate Loans have entered into a
subordination and standstill agreement with lender, pursuant to which (i)
the Subordinate Loans are each subject and subordinate in right, lien and
payment to the Harbor Point Apartments Loan and (ii) MHFA, BRA and BHA are
all prohibited from taking any action to enforce any Subordinate Loan
without lender's consent. The Harbor Point Apartments Borrower is not
responsible for making payments under any Subordinate Loan, except to the
extent of available excess cash from and after the Harbor Point Apartments
Subdebt Cash Management Date.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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TEN LARGEST MORTGAGE LOANS - HARBOR POINT APARTMENTS
In addition, the Harbor Point Apartments Borrower has incurred an
unsecured, unpaid development fee with an unpaid balance, as of the date of
closing of the Harbor Point Apartments Loan, of $18,064,441, to the
developer of the Harbor Point Apartments Property, Peninsula Partners
Development Limited Partnership, an affiliate of the Harbor Point
Apartments Borrower. The development fee is subject to a full subordination
and standstill agreement, junior to the Harbor Point Apartments Loan as
well as the Subordinate Loans.
o TERRORISM INSURANCE. The Harbor Point Apartments Loan documents require the
Harbor Point Apartments Borrower to maintain terrorism insurance in an
amount equal to 100% of the replacement cost of the Harbor Point Apartments
Property, provided such coverage is available.
The asset-backed securities referred to in these materials are being offered
when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.
The depositor has filed a registration statement (including the prospectus) with
the Securities and Exchange Commission ("SEC") (SEC File No. 333-136045) for the
offering to which this communication relates. Before you invest, you should read
the prospectus in the registration statement and other documents the depositor
has filed with the SEC for more complete information about the depositor, the
issuing trust and this offering. You may get these documents for free by
visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor
or Goldman, Sachs & Co., any underwriter, or any dealer participating in this
offering will arrange to send you the prospectus if you request it by calling
toll-free 1-866-471-2526.
[RBS Greenwich Capital LOGO] [Goldman Sachs LOGO]
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